SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

By | November 24, 2016

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging Companies. The SEC must then issue a report to Congress within 360 days of enactment of the FAST Act.  The report must be followed within 360 days by proposed rules to implement the recommendations made in the report.

Section 72003 of the FAST Act requires the report to include:

  • All findings and determinations made in carrying out the study.
  • Specific and detailed recommendations on modernizing and simplifying the requirements in regulation S–K in a manner that reduces the costs and burdens on companies while still providing all material information.
  • Specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information.

The SEC has issued the report required by the FAST Act. Some of the detailed recommendations include:

  • Relocate “Risk Factors” from Item 503(c) to a new, separate item (Item 105) in Subpart 100 of Regulation S-K.
  • Eliminate the Item 512(d), (e), and (f) undertakings because they are obsolete.
  • Permit the omission of attachments and schedules filed with exhibits, unless they contain information that is material to an investment decision that has not been disclosed otherwise.
  • Revise Item 601(b)(21) to require disclosure of legal entity identifiers (“LEIs”) for the registrant and within the list of significant subsidiaries.
  • Require machine-readable tagging of all of the information presented on the cover page of a registrant’s periodic and current reports.
  • Require the use of hyperlinks whenever the rules call for the inclusion of a web address, provided the appropriate technology is available to prevent such hyperlinks from jeopardizing the security and integrity of the EDGAR system.

Contact Steve Quinlivan for more information.