Two More Disclosure Modernization Steps

Along with the Commission’s Final Rule on August 26, 2020, modernizing disclosure requirements for the description of the business, risk factors and legal proceedings, the SEC recently made two other changes which are a bit narrower in scope but which we should be aware of in the reporting process.

First, in September, the Commission adopted a Final Rule updating the statistical disclosure requirements for banks and savings and loans.  This Final Rule eliminates Industry Guide 3 and replaces it with new, updated and modernized disclosures in Section 1400 of Regulation S-K.  The rule will be effective 30 days after publication in the Federal Register and will apply to fiscal years ending on or after December 15, 2021.  Affected financial institutions can implement the new disclosure requirements before the mandatory implementation date.  You can read more about the new rules in this press release.

Second, on September 9, 2020, CorpFin amended Disclosure Guidance Topic 7 to provide new renewal options for companies with confidential treatment orders about to expire.  If a confidential treatment request was obtained under the pre-Disclosure Modernization guidance (which required SEC approval), and meets certain conditions, it may be renewed using the new confidential treatment request process in S-K Item 601.  This process does not require SEC pre-approval, but is subject to SEC review.

As always, your thoughts and comments are welcome!

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