On March 20, 2019, the SEC adopted a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.
The amendments implement a statutory directive under the 2015 FAST Act. They span a number of topics, including MD&A, property, risk factors, confidential treatment requests and exhibits. Almost all of the changes remove or lighten previous requirements and many will be quite helpful for companies in practice. Therefore, a careful review of the revised form requirements in connection with upcoming filings is likely to prove worthwhile.
We discuss the more significant of the amendments in the linked memorandum and summarize other, more ministerial amendments in a list at the end. Underlying the more significant changes is a principles-based approach that allows a company to tailor disclosure to its own circumstances and to make judgments about materiality, exemplifying a regulatory trend that can benefit companies and investors alike if it reduces irrelevant and immaterial disclosure.
The amendments relating to the redaction of confidential information in certain exhibits became effective immediately upon publication of the final rule release in the Federal Register on April 2, 2019. The rest of the amendments will become effective on May 2, 2019, except that a few (related to data tagging and some investment company filings) have longer phase-in periods.