On August 17, 2018, the Securities and Exchange Commission (the “Commission") adopted several dozen amendments (available here) to “simplify compliance without significantly altering the total mix of information" (the “Final Rules"). In Release No. 33-10532, the Commission characterized the amended requirements as redundant, duplicative, overlapping, outdated or superseded, in light of subsequent changes to Commission disclosure requirements, U.S. GAAP, IFRS and technology developments.
The Final Rules are largely consistent with the changes outlined in the Commission’s July 13, 2016 proposing release, available here and discussed in a previous post. They form part of the Commission’s ongoing efforts in connection with the Disclosure Effectiveness Initiative relating to Regulations S-K and S-X and the Commission’s mandate under the Fixing America’s Surface Transportation Act to eliminate provisions of Regulation S-K that are duplicative, overlapping, outdated, or unnecessary. The Final Rules will become effective 30 days from publication in the Federal Register.
In the short term, issuers and registrants will need to revise their disclosure practices and compliance checklists in light of the amendments before filing a registration statement or periodic report following effectiveness of the Final Rules.
We discuss the Final Rules in greater detail in our client alert (available here).
Our thanks to Michael Mencher in New York and Maya Hoard in Orange County for their assistance in preparing the summary above and the client alert.