United States: SEC Adopts Final Rules To Further Simplify Disclosure Requirements

Last Updated: April 8 2019
Article by Jessica L. Dickerson

The Securities and Exchange Commission (SEC) recently adopted amendments to certain of its rules and regulations to modernize and simplify Regulation S-K. 1 The SEC adopted these amendments in response to mandates under the 2015 Fixing America's Surface Transportation Act, nearly 18 months after it first proposed the amendments 2 and just over 6 months after it adopted other changes also intended to simplify and update reporting requirements. 3 The latest modifications are "intended to improve the quality and accessibility of disclosure in filings by simplifying and modernizing . . . requirements" while also clarifying ambiguous disclosure requirements, removing redundancies, and further leveraging the use of technology. 4 Highlights of these new amendments are summarized below.

Amended Disclosure Requirements

Among other changes, the new amendments to the SEC's disclosure requirements include:

  • Management's Discussion and Analysis . Registrants will no longer be required to provide year-to-year comparisons; instead, they will be permitted to use any presentation that they believe will enhance a reader's understanding of their financial condition, changes in financial condition, and results of operations. Registrants may, however, continue to provide the year-to-year comparison as their method of presentation. They will also be permitted to omit a discussion of the earliest of the three years presented in the financial statements if: (i) such discussion was included in one of their prior filings; (ii) such discussion is not necessary to understand their financial condition, changes in financial condition, and results of operations; and (iii) they identify the location of such discussion in the prior filing.
  • Description of Property . Unless otherwise specified, registrants will only need to describe material physical properties. The SEC acknowledged that this requirement may result in a description of properties on an individual basis or on a collective basis, or may result in no disclosure at all. The amendments do not impact the industry-specific disclosure requirements.
  • Confidential Treatment Requests . Registrants choosing to redact portions of agreements filed pursuant to Item 601(b)(2), or of material contracts filed pursuant to Item 601(b)(10), of Regulation S-K will no longer be required to submit a confidential treatment request ("CTR") in connection with the filing of such redacted exhibits, provided that the redacted information is not material and would likely cause competitive harm if publicly disclosed. However, any redactions will remain subject to review and comment at SEC staff discretion.
  • Exhibits . Registrants will no longer be required to file schedules and similar attachments to any exhibit required under Item 601 of Regulation S-K, provided (i) such schedules/attachments do not contain material information; (ii) such schedules/attachments are not otherwise disclosed in the exhibit or disclosure document; and (iii) the exhibit contains a list briefly identifying the contents of such schedules/attachments. In addition, the two-year lookback period for determining which material contracts must be filed will only apply to newly reporting registrants. In contrast to these reduced exhibit requirements, other amendments to Item 601 will require registrants to file a new exhibit to their Form 10-K to include a description of their securities.
  • Section 16 Compliance . Registrants will no longer be required to include Section 16 compliance information in their proxy statement if there are no Section 16 delinquencies to report. When there are delinquencies to report, registrants should use the heading, "Delinquent Section 16(a) Reports" instead of "Section 16(a) Beneficial Ownership Reporting Compliance." In addition, the related checkbox disclosure on Form 10-K will be eliminated.
  • Information about Executive Officers . The amendments clarify that registrants do not need to include any executive officer disclosure required by Item 401 of Regulation S-K in their proxy statement if previously provided in their Form 10-K. They also revise the required caption from "Executive officers of the registrant" to "Information about our Executive Officers."
  • Risk Factors . To encourage registrants to focus on their own risk identification processes, the amendments eliminate the specific risk factor examples that are currently listed in Item 503(c) of Regulation S-K and relocate the risk factor disclosure requirement to new Item 105 of Regulation S-K.
  • Cover Pages . Registrants will be required to file a "Cover Page Interactive Data File" to Forms 10-K, 10-Q, and 8-K to tag in Inline XBRL all of the information on those cover pages. This will include the ticker symbol for each class of a registrant's registered securities, which will be required on the cover pages of these forms. In addition, the cover pages of Forms 8-K and 10-Q will also require disclosure of the title of each class of a registrant's securities and each exchange on which they are registered.
  • Incorporation by Reference . Instead of filing as an exhibit a document or other information that is incorporated into a filing by reference, registrants will be required to hyperlink to such information if it is available on EDGAR.
  • Registration Statements . The amendments make certain changes to the prospectus cover page requirements and also eliminate the undertakings required by Items 512(c)–(f) of Regulation S-K.

Effective Date of Amendments

The amendments described above under "Confidential Treatment Requests" will become effective on the date the amendments are published in the Federal Register, with most of the remaining amendments becoming effective 30 days after publication in the Federal Register. The requirements to tag cover page data in Inline XBRL, as described under "Cover Pages" above, will be phased in for operating companies on the same timeline as the Inline XBRL requirements, as follows:

Type of Filer

Compliance Date

Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP

Reports for fiscal periods ending on or after June 15, 2019

Accelerated filers that prepare their financial statements in accordance with U.S. GAAP

Reports for fiscal periods ending on or after June 15, 2020

All other filers

Reports for fiscal periods ending on or after June 15, 2021

However, Form 10-Q filers will not be required to comply with the Inline XBRL requirements with respect to any Form 10-K or any other form until after they have been required to comply with such requirements for their first Form 10-Q for a fiscal period ending on or after the applicable compliance date described above.

Next Steps

Registrants should familiarize themselves with the amendments, most of which will become effective 30 days after publication in the Federal Register. In addition, registrants with CTRs currently under staff review will need to determine whether to withdraw their CTRs or continue through the review process. 5


1 See " FAST Act Modernization and Simplification of Regulation S-K ," SEC Release No. 33-10618 (Mar. 20, 2019), available at https://www.sec.gov/rules/final/2019/33-10618.pdf (hereinafter referred to as the "Adopting Release").

2 See " FAST Act Modernization and Simplification of Regulation S-K ," SEC Release No. 33-10425 (Oct. 11, 2017), available at https://www.sec.gov/rules/proposed/

3 See "Disclosure Update and Simplification," SEC Release No. 33-10532 (Aug. 17, 2018), available at https://www.sec.gov/rules/final/2018/33-10532.pdf . See also our prior client alert, " SEC Adopts Final Rules to Update and Simplify Disclosure Requirements ," available at https://media.wbd-us.com/36/1209/uploads/sec-adopts-final-rules-to-update-and-simplify-disclosure-requirements.pdf (Aug. 22, 2018).

4 See the Adopting Release at 8-9.

5 The Adopting Release advises registrants who withdraw their CTRs to refile the related exhibit(s), in redacted form, in an amended filing that conforms to the amended rules. See the Adopting Release at 92.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions