SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements: Simplifies Exhibit Practices and Related Process for Confidential Treatment Requests as well as Incorporation by Reference and Streamlines MD&A to Provide Flexibility in Discussing Historical Periods

Sullivan & Cromwell LLP - March 22, 2019

On March 20, 2019, the Securities and Exchange Commission adopted its previously proposed amendments to modernize and simplify disclosure requirements in Regulation S-K and to make parallel amendments to investment company and investment adviser rules and forms. The amendments are intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. Among other things, the new rules permit companies to omit immaterial confidential information from certain exhibits without submitting an application for confidential treatment and to omit schedules and similar attachments to exhibits unless they contain material information, and provide flexibility in the discussion of historical periods in the MD&A disclosure. The rules relating to the redaction of confidential information in certain exhibits are effective upon publication in the Federal Register. The other rules will become effective thirty (30) days after publication in the Federal Register, except that: (1) the requirements to tag data on certain filings are subject to a three-year phase-in and (2) the requirements that certain investment company filings include hyperlinks and be made in HTML format will become effective on or after April 1, 2020.