SEC Proposes Fast Act Rules to Simplify S-K

Perhaps you thought the FAST Act was way behind us – but remember the SEC still hasn’t adopted some rules required by Dodd-Frank. Yesterday, the SEC proposed a variety of rules and form changes as required by the FAST Act. Here’s the 253-page proposing release; we’ll be posting memos in our “Disclosure Effectiveness” Practice Area. In this blog, Cydney Posner highlights some of the proposals, including:

1. Limit the period-to-period comparison required in MD&A to only the two most recent fiscal years presented in the financials, so long as the earlier period discussion is no longer material to understanding the financials and it has been included in the previous 10-K.

2. Allow companies to omit or redact confidential information from material contract exhibits that is not material and would cause competitive harm if publicly disclosed, without having to submit an unredacted copy and prior formal request to the Corp Fin Staff, as is currently required. This is intended to change process only & will not be intended to change the substantive requirements.

3. Limit the two-year “look back” requirement for exhibits to apply only to newly reporting companies.

4. Clarify that disclosure regarding properties is required only to the extent that the property is material.

5. Require inline XBRL tagging for all cover page information – and require the cover page to include the (tagged) ticker symbol for each class of securities registered under the Exchange Act.

6. Require disclosure of legal entity identifiers (“LEIs”) for the company & any significant subsidiaries identified on Exhibit 21.

7. Require links to information incorporated by reference from previously filed documents.