The Securities and Exchange Commission issued a proposal on
August 31, 2016 that if adopted will require a public company to
include a hyperlink to each exhibit it lists in registration
statements and periodic and current reports filed with the SEC. The
SEC believes these proposed changes will facilitate easier access
by investors to documents that are exhibits to these SEC
The proposal applies to public companies that file registration
statements and periodic and current reports subject to the exhibit
requirements of Item 601 of Regulation S-K, as well as those that
file on Forms F-10 or 20-F. These forms include Forms S-1, S-3,
S-4, S-8, S-11, F-1, F-2, F-4, SF-1 and SF-3 under the Securities
Act of 1933, as well as Forms 10, 10-K, 10-Q, 8-K, 10-D and 20-F
under the Securities Exchange Act of 1934. Under the proposal,
public companies are required to include an active hyperlink to
each exhibit listed in the filing's exhibit index, even if the
exhibit is incorporated by reference. The proposal provides that
for registration statements, exhibit hyperlinks are only required
in the version that becomes effective, including immediately
effective registration statements and post-effective amendments.
For periodic or current reports, exhibit hyperlinks would need to
be included when the report is filed.
The proposal also requires these types of filings be submitted
on EDGAR in HyperText Markup Language (HTML) format and not in
American Standard Code for Information Interchange (ASCII) format,
because ASCII documents do not support hyperlinks. The SEC notes in
the proposal that in 2015 over 99% of filings made on these forms
were submitted in HTML format.
The proposal excludes XBRL exhibits from the hyperlink
requirement, as well as exhibits filed on paper under temporary or
continuing hardship exemptions under Rules 201 or 202 of Regulation
S-T or under Rule 311 of Regulation S-T. Under the proposal,
hyperlinks are also not required for exhibits incorporated by
reference that were filed on paper prior to the time that
electronic filings on EDGAR became mandatory and that have not been
refiled in electronic format.
We believe, if approved, the earliest the proposal will become
effective is 2017.
The proposal appeared in the Federal Register on September 12,
2016. The public comment period will remain open until October 27,
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