On January 11, 2021, the SEC’s Disclosure Modernization Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register.

The rule will be effective on February 10, 2021.  The rule provides for a mandatory compliance date 210 days after the publication date.  This mandatory compliance date is August 9, 2021.

This means that a company must apply the new rule for its fiscal year that ends after August 9, 2021.

The rule’s transition provisions provide for voluntary implementation earlier than a company’s mandatory compliance date.  This early implementation may be on an S-K item-by-item basis.  The Compliance Date section on page 104 of the Final Rule states that registrants:

“may provide disclosure consistent with the final amendments any time after the effective date, so long as they provide disclosure responsive to an amended item in its entirety. For example, upon effectiveness of the final amendments, a registrant may immediately cease providing disclosure pursuant to former Item 301, and may voluntarily provide disclosure pursuant to amended Item 303 before its mandatory compliance date. In this case, the registrant must provide disclosure pursuant to each provision of amended Item 303 in its entirety, and must begin providing such disclosure in any applicable filings going forward.”

We will dive into the details of each of the provisions in upcoming posts.

As always, your thoughts and comments are welcome!