The SEC Modernizes and Simplifies Disclosure
March 21, 2019

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies.  The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act Report as well as a broader review of the Commission’s disclosure rules. The amendments are intended to improve the readability and navigability of company disclosures, and to discourage repetition and disclosure of immaterial information. Specifically, the amendments will, among other things, increase flexibility in the discussion of historical periods in Management’s Discussion and Analysis, allow companies to redact confidential information from most exhibits without filing a confidential treatment request, and incorporate technology to improve access to information on the cover page of certain filings.

Below is a useful chart of non-exhaustive changes from the Adopting Release.

Rule Summary Description of Amended Rules Principal Objective
Regulation S-K,
Item 303 and
Form 20-F 
Registrants will generally be able to exclude discussion of the earliest of three years in MD&A if they have already included the discussion in a prior filing.


Simplify disclosure requirements to reduce repetition, reduce costs and burdens to registrants, focus disclosure on material information and improve readability.
Regulation S-K,
Items 601(b)(10) and 601(b)(2) and investment company registration forms 
Registrants will be able to omit confidential information in material contracts and certain other exhibits without submitting a confidential treatment request to the Commission, so long as the information is (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.


Substantially reduce the burden borne by registrants in preparing and responding to confidential treatment requests while still providing all material information to investors.


Regulation S-K,
Item 601(b)(10)
Only newly reporting registrants will be required to file material contracts that were entered within two years of the applicable registration statement or report.


Eliminate duplicative and unnecessary disclosure and reduce costs and burdens to registrants while still providing all material information to investors.
Regulation S-K, Item 601(a)(5) and investment company forms Registrants will not be required to file attachments to their material agreements if such attachments do not contain material information or were not otherwise disclosed. Reduce costs and burdens to registrants while still providing all material information to investors.


Regulation S-K,
Item 102 
Registrants will need to provide disclosure about a physical property only to the extent that it is material to the registrant.


Clarify and simplify the disclosure requirement to reduce costs and burdens to registrants, while focusing on material information.
Forms 8-K, 10-Q, 10-K, 20-F and 40-F Registrants will be required to disclose on the form cover page the national exchange or principal U.S. market for their securities, the trading symbol, and title of each class of securities.



Improve investors’ efforts to search news websites and stock market databases for information about registrants and distinguish among similarly named companies.


Securities Act Rule 411(b)(4); Exchange Act Rules 12b-23(a)(3), and 12b-32; Investment Company Act Rule 0-4; and Regulation S-T Rules 102 and 105


Registrants will no longer be required to file as an exhibit any document or part thereof that is incorporated by reference in a filing, but instead will be required to provide hyperlinks to documents incorporated by reference.


Improve readability and navigability of disclosure documents and discourage repetition.





Forms 10-K, 10-Q, 8-K,
20-F and 40-F
Registrants will be required to tag all cover page data in Inline XBRL.


Further enhance investors’ use of interactive data to identify, count, sort, compare, and analyze registrants and their disclosures.
Regulation S-T Rules 102 105, 201, 202 and 311; Form N-CSR; and investment company registration forms Investment companies will be required to file reports on Form N-CSR and registration statements and amendments thereto in HTML format and provide hyperlinks to exhibits and other information incorporated by reference. Improve navigability of disclosure.



The rule changes will generally become effective 30 days after publication in the Federal Register (but note that the procedural change allowing redaction of certain information from exhibits without filing a confidential treatment request will become effective immediately upon publication).  We will be following up with a more in-depth analysis of the changes.

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