On March 20, 2019, the Securities and Exchange Commission (the “SEC”) adopted amendments to further simplify and modernize disclosure requirements applicable to public companies. The amendments are intended to reduce repetition of duplicative information, leverage advancements in technology and enhance the quality and accessibility of company disclosures. Among the more welcome of the updates is a streamlined approach to confidential treatment, which permits companies to redact information from certain exhibits without submitting a confidential treatment request. The confidential treatment amendments became effective upon publication of the final rule release in the Federal Register on April 2, 2019. Many of the other amendments, including amendments providing the flexibility to exclude the earliest of three years of discussion in MD&A and omit attachments to material agreements, become effective on May 2, 2019.
While many of the updates reduce or simplify disclosure obligations, registrants should note that several of the amendments entail additional disclosure requirements, including: changes to the cover pages of Exchange Act forms to require disclosure of trading markets and ticker symbols; hyperlinking requirements for information incorporated by reference into registration statements, prospectuses and reports; and the requirement to file a description of securities as an exhibit to annual reports on Form 10-K.
These amendments are in addition to the SEC’s disclosure simplification amendments that became effective in November 2018.
The full text of the final rule may be accessed here. A copy of our alert concerning the SEC’s disclosure simplification update that became effective in November 2018 is available here.
Selected Amendments
The following table, which is not intended to be comprehensive, summarizes certain of the more significant amendments to Regulation S-K and related rules and forms:
