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Examples of New Required Description of Securities in Form 10-K

By | August 8, 2019

The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors.

Historically, Item 202 of Regulation S-K requires registrants to provide a brief description of their registered capital stock, debt securities, warrants, rights, American Depositary Receipts, and other securities. Registrants provide Item 202 disclosure about registered securities in their registration statements, but are not required to provide this disclosure in their Form 10-K or Form 10-Q.

The revised rules require registrants to provide the information required by Item 202(a)-(d) and (f) as an exhibit to Form 10-K, rather than limiting this disclosure to registration statements.

You can find examples of the required exhibits describing the terms of capital stock etc. here, here (Exhibits 4.3. to 4.11) and here.

It’s more than a modicum of work in the interest of “disclosure simplification” and some registrants might want to get a head start on pulling the pieces together.

Contact Steve Quinlivan for more information.