The FAST Act required the Securities and Exchange Commission to deliver to Congress a report detailing its recommendations regarding the modernization and simplification of the disclosure requirements contained in Regulation S-K. Much of the work entailed by such a review of the Regulation S-K disclosure requirements already was reflected in the SEC's Concept Release, as well as in the request for comment on the 400 rules, the proposed revised disclosures for mining registrations and the proposal regarding the definition of "smaller reporting company." Nonetheless the Report contains a few specific recommendations, including, among others, the following:
- Permitting the incorporation by reference of documents filed more than five years prior on EDGAR,
- Allowing hyperlinking of exhibits,
- Consolidating the rules relating to incorporation by reference,
- Revising the item 102 requirement relating to descriptions of properties,
- Revising the MD&A disclosure requirements to eliminate repetition, and
- Permitting the omission of attachments and schedules filed with exhibits (unless they contain material information that is not otherwise disclosed).
Here is a link to the Report: https://www.sec.gov/reportspubs/sec-fast-act-report-2016.pdf.
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Morrison & Foerster LLP. All rights reserved