Commenters Generally Support SEC’s Simplified Disclosure Proposals Under Regulation S-K

Eversheds Sutherland (US) LLP

On January 2, 2018, the comment period ended for proposed amendments (the Proposed Amendments) to certain provisions of Regulation S-K that the US Securities and Exchange Commission (SEC) published in October 2017. With a few exceptions, commenters generally supported the Proposed Amendments, which if adopted as proposed would:

  • Permit registrants to omit or redact non-material confidential information from public filings without prior SEC approval;
  • Reduce the comparison periods in the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of public filings;
  • Limit the requirement to file certain material contracts for newly reporting companies;
  • Require registrants to include a legal entity identifier (if one has been obtained) for each of its subsidiaries;
  • Require registrants to include a description of their registered securities in their Annual Report on Form 10-K; 
  • Limit disclosure of a registrant’s properties;
  • Clarify the requirements for disclosure regarding a registrant’s directors, executive officers and significant employees; 
  • Eliminate the requirement to furnish a duplicate set of Section 16 reports to the registrant;
  • Streamline the information required on the cover of a prospectus;
  • Clarify the requirements in the Plan of Distribution section of a prospectus; and
  • Eliminate redundancies in rules governing incorporation by reference.

This Legal Alert provides a summary of the current law and how the Proposed Amendments could change the requirements of Regulation S-K. 

Exclusion or Redaction of Confidential Information in Exhibits
 
Item 601 under Regulation S-K requires registrants to file complete exhibits, including any material contracts to which the registrant is a party, with certain filings with the SEC (i.e., Form S-1 or Form S-3). However, Rule 406 under the Securities Act of 1933, as amended (the Securities Act), and Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act), allows a registrant to request confidential treatment for certain exhibits (or portions of such exhibits) if they contain information that, if disclosed, would be harmful to the registrant’s business or financial condition and is not material to investors. Pursuant to current practice, the SEC allows a registrant to file documents that omit personally identifiable information from exhibits without a confidential treatment request. Under the Proposed Amendments, registrants would be permitted to omit or redact any confidential information that is not material and that would cause competitive harm to the registrant if publicly disclosed without having to submit the confidential treatment request. Registrants would be required to include certain language to clearly identify any exhibit (or portions of any exhibit) that has been omitted or redacted.  

The Proposed Amendments would also permit the registrant to exclude schedules and exhibits to material contracts (assuming they are not material and have not been publicly disclosed), as well as certain personally identifiable information (which would codify current practice), without the need for a confidential treatment request.  

Commenters have generally supported these Proposed Amendments. The SEC requested comments on whether comparable relief should be extended to investment companies given that there appears to be no reason that comparable relief should not be extended to investment companies, such as mutual funds, registered variable separate accounts, closed-end funds and business development companies.

Limit the Period-to-Period Comparison in the MD&A

Item 303(a) under Regulation S-K requires a registrant to discuss its financial condition, changes in financial condition, and results of operations. Instruction 1 to Item 303(a) states in part that the discussion shall cover the three-year period covered by the financial statements and either provide year-to-year comparisons or present any other format that would enhance a reader’s understanding. Under the Proposed Amendments, registrants would be permitted to eliminate the discussion of the earliest year covered by the financial statements included in the relevant filing. When financial statements included in a filing cover three years (which is typically the case), discussion about the earliest year would not be required if: (1) that discussion is not material to an understanding of the registrant’s financial condition, changes in financial condition, and results of operations; and (2) the registrant has filed its prior year Form 10-K containing the MD&A of the earliest of the three years included in the financial statements of the current filing. 

Additionally, for consistency, the SEC has proposed to change Form 20-F to conform to the Proposed Amendments with respect to all foreign private issuers (FPIs) except Canadian issuers. Commenters have supported the Proposed Amendments. However, in response to the SEC’s question on whether a registrant should be permitted to exclude the earliest year if there was a restatement in such year, one commenter responded that it did not support such an exception. Another commenter has suggested that prong (2) is too narrow because the earliest year may have been included in a filing other than a Form 10-K (e.g., Form S-1 or Form 10) and that the modified rule should permit exclusion so long as the excluded year is included in any prior public filing.

Limit the Two-Year Lookback on Material Contracts 

Item 601(b)(10)(i) under Regulation S-K requires registrants to file every material contract not made in the ordinary course of business, provided that one of two tests is met: (1) the contract must be performed in whole or in part at or after the relevant filing; or (2) the contract was entered into not more than two years before such filing. Under current law, the two-test inquiry is applicable to both new and current registrants subject to Item 601(b)(10); however, under the Proposed Amendments, the two-year lookback period prong would apply only to newly reporting registrants (i.e., registrants filing their first registration statement or annual report on Form 10-K). The Proposed Amendments seek to define “newly reporting companies” in a manner so as to ensure that investors receive access to agreements containing material information, including agreements entered into by newly reporting registrants up to two years before the commencement of their reporting obligations. On the flip side, the Proposed Amendments would require registrants to remove from their respective exhibit index any material contracts under which the registrant no longer has ongoing obligations. 

Amendments to Disclosure of Subsidiaries

Item 601(b)(21) under Regulation S-K requires a registrant to list as an exhibit all of its subsidiaries, the state or other jurisdiction of incorporation, and the names under which subsidiaries do business. Under the Proposed Amendments, a registrant would be required to include a legal entity identifier (LEI) for each subsidiary if an LEI has been obtained. An LEI is a 20-character, alpha-numeric code that allows for unique identification of entities engaged in financial transactions. The Proposed Amendments do not mandate the requirement of an LEI—only that it be provided if one has been obtained. The Proposed Amendments would similarly modify the requirements for FPIs, with the exception of Canadian issuers. 

Require a Description of Securities in Exchange Act Filings

Item 202 under Regulation S-K requires a registrant’s registration statement to provide a brief description of any securities registered or to be registered. A registrant is not currently required to provide this information in a periodic Exchange Act filing (i.e., Form 10-K, Form 20-F, etc.). Under the Proposed Amendments, a registrant would be required to include a description of any securities registered under Section 12 of the Exchange Act as an exhibit to its Form 10-K (or Form 20-F in the case of FPIs). Commenters have suggested that the Proposed Amendments would impose an undue burden on registrants since they may require making conforming edits to other sections of a filing, as well as combining disclosures from a base prospectus and a prospectus supplement into one narrative. Commenters have suggested that a similar result could be achieved by allowing the registrant to incorporate by reference and by including an active hyperlink to the relevant prior disclosure.

Limit the Disclosure of Property 

Item 102 of Regulation S-K requires a registrant to disclose the location and general character of its principal plants, mines and other materially important physical properties. Under the Proposed Amendments, this disclosure would be required only to the extent it is material to the registrant. The Proposed Amendments also clarify that the disclosure required under Item 102 should focus on physical properties that are material to the registrant and may be provided on a collective basis, if appropriate. Commenters have generally supported the Proposed Amendments. However, one commenter indicated that there is no reason for a registrant to disclose uncertainties about properties near designated areas where natural disasters occur (a specific item on which the SEC requested comments); these uncertainties would be described elsewhere in the disclosure, such as in the discussion of risk factors.

Clarifying Disclosure on Directors, Officers and Significant Employees 

Item 401 of Regulation S-K requires disclosure of background information about a registrant’s directors, executive officers and significant employees. Although Form 10-K requires Item 401 disclosure, it may be incorporated by reference from the registrant’s proxy statement. In the alternative, Instruction 3 to Item 401(b) allows disclosure of executive officers to be included in the Form 10-K and not duplicated in a subsequently filed proxy statement. However, because there are other parts of Item 401 that require disclosure about executive officers, the SEC believes the placement of Instruction 3 is confusing since it may be construed as applying only to Item 401(b). Therefore, the Proposed Amendments seek to eliminate confusion by moving Instruction 3 to the general instruction to Item 401.

Eliminating Requirement to Deliver Section 16 Reports

Section 16 of the Exchange Act requires officers, directors and certain stockholders to report their beneficial ownership of a registrant’s securities. Item 405 of Regulation S-K requires the registrant to disclose whether or not each reporting person timely filed its Section 16 report(s). As part of the process, reporting persons are required to furnish a duplicate copy of any Section 16 report to the registrant. The Proposed Amendments seek to eliminate the delivery requirement of duplicate reports, and to allow a registrant to review any Section 16 reports filed on EDGAR in determining whether all Section 16 reports have been timely filed and in making the disclosure required by Item 405.

Streamlining Information on Cover Page of Prospectus

Item 501 of Regulation S-K requires certain information to be presented on the outside front cover page of a prospectus, including a registrant’s name, information relating to offering price and underwriting discounts, the name of the “national securities exchange” on which the securities will be offered, and the “subject to completion” language on a preliminary prospectus. The Proposed Amendments would seek to:

  • Remove an instruction that indicates that a registrant may need to include information to eliminate confusion with other companies if the registrant’s name is “well known” or to possibly change its name if it’s not possible to avoid confusion;
  • Allow registrants to include a clear statement that the offering price or method will be fully disclosed in a later prospectus if it is impracticable to state the price or the method by which the price will be determined at the time of filing the prospectus; 
  • Broaden the markets that should be disclosed if the securities are not being listed on a “national securities exchange”; and
  • Eliminate the requirement that the “subject to completion” language in a preliminary prospectus includes a reference to state law for offerings that are not prohibited by state blue sky laws.

Clarifying Plan of Distribution Section

Item 508 requires the plan of distribution for an offering to include information about the underwriters including any discounts and commissions to be allowed or paid to dealers. If a dealer is paid any additional amounts for acting as a “sub-underwriter,” this information is required to be disclosed as well. Because “sub-underwriter” is not defined, the Proposed Amendments seek to define “sub-underwriter” in this context to avoid any confusion.

Eliminating Redundancies in Incorporating by Reference

Regulation S-K, generally, permits incorporation by reference to obviate the need for duplicative disclosure in public filings. The Proposed Amendments would streamline the process to incorporate by reference by eliminating the prohibition in Item 10(d) of Regulation S-K that precludes incorporation by reference of documents filed with the SEC more than five years ago.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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