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SEC Continues to Modernize and Simplify Disclosure Requirements

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments (available here) to modernize and simplify disclosure requirements for public companies, investment advisors, and investment companies (the Final Rules). The Final Rules form part of the SEC's ongoing efforts to simplify disclosure requirements. The Final Rules are largely consistent with the proposed amendments outlined in the SEC's October 11, 2017 proposing release (available here, and discussed in our client alert available here).

Among other things, the Final Rules:

  • increase flexibility with respect to the discussion of historical periods in MD&A disclosure;
  • permit redaction of certain immaterial information from material contracts without submitting an application for confidential treatment; and
  • permit omission of schedules and attachments to exhibits provided that they do not contain material information.

The Final Rules relating to the redaction of confidential information in certain exhibits will become effective upon publication in the Federal Register. The remainder of the Final Rules will become effective 30 days after they are published in the Federal Register (with a few exceptions).

In light of these changes, registrants should take a fresh look at the disclosure in their Exchange Act reports, starting with the first quarter Form 10-Q. Registrants should review and update their compliance checklists.

We discuss the Final Rules in greater detail in our client alert (available here).

Our thanks to David Korvin in Washington D.C., Rob Kelley in New York and Jordan Rex in Houston for their assistance in preparing this summary and the related client alert.

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