By: George M. Wilson & Carol A. Stacey
On October 11, we posted about the Treasury Department’s recently issued financial system report which contained a recommendation that the SEC move forward with the FAST Act’s requirement to review disclosures required by Regulation S-K.
Later that day, in the first open meeting of Chairman Clayton’s tenure, the SEC proposed amendments to “modernize and simplify disclosure requirements for public companies” to implement this FAST Act requirement. In a press release Chairman Clayton said:
“The FAST Act has given the Commission the opportunity to update our rules, simplify our forms, and utilize technology to make disclosure more accessible. An effective disclosure regime provides investors with the information necessary to make informed investment choices without imposing unnecessary burdens of time and money on issuers, and today’s action embodies that goal.”
The 253 page proposed rule deals with a number of areas, including:
Description of Property (Item 102)
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 303) – Year-to-Year Comparisons (Instruction 1 to Item 303(a))
Directors, Executive Officers, Promoters, and Control Persons (Item 401)
Compliance with Section 16(a) of the Exchange Act (Item 405)
Corporate Governance (Item 407)
Outside Front Cover Page of the Prospectus (Item 501(b))
Risk Factors (Item 503(c))
Plan of Distribution (Item 508)
Undertakings (Item 512)
Description of Registrant’s Securities (Item 601(b)(4))
Information Omitted From Exhibits (Item 601)
Material Contracts (Item 601(b)(10)(i))
Subsidiaries of the Registrant and Entity Identifiers (Item 601(b)(21)(i))
Incorporation by Reference – Item 10(d)
Securities Act Rule 411, Exchange Act Rule 12b-23 and Rule 12b-32 and Related Rules under the Investment Company Act and Investment Advisers Act Forms
Tagging Cover Page Data
Exhibit Hyperlinks and HTML Format for Investment Companies
The proposed rule would also make several similar changes to reports under the Investment Company and Investment Advisers Acts.
As you can see, the proposal addresses a significant number of areas! We will dive into these proposals in more depth in coming posts. We will, of course, also review the proposal in detail in our Annual Reporting Forums in Dallas, New York and San Francisco in November and December.
As always, your thoughts and comments are welcome!