Defining Issues | March 2021

 

Insight

Reg S-K and confidential treatment requirements amended

Updated: The SEC provides guidance on expiring confidential treatment orders

The SEC’s amendments modernize and simplify certain disclosure requirements to reduce the costs and burdens on public companies, investment advisers and investment companies. The amendments impact MD&A, the description of property, treatment of confidential information in exhibits, and the manner of delivery and tagging of cover page data.

Latest: On March 9, 2021 the SEC’s Division of Corporation Finance updated its Disclosure Guidance: Topic No. 7 related to confidential treatment of information otherwise required to be filed.

Applicability

SEC Release No. 33-10618; 34-85381; IA-5206; IC-33426; File No. S7-08-17

  • Public companies, including registered investment companies and registered investment advisers

Relevant dates

Redaction of confidential information in certain exhibits: effective April 2, 2019

  • Certain investment company filings in HTML format with hyperlinks: effective for filings on or after April 1, 2020
  • Data tagging on cover pages: subject to a three-year phase-in
  • Other amendments: effective May 2, 2019

Key impacts

March 9, 2021 update:

  • Disclosure Guidance Topic No. 7 provides companies that had previously obtained a confidential treatment order with three options when that order is approaching expiration:
  • Refile the exhibit in unredacted form (information no longer needs to be kept confidential)
  • Request an extension of the confidential treatment order
  • Transition to compliance with the amended requirements of Regulation S-X Item 601, which allow for redaction of exhibits without advance explanation or application to the SEC; option anticipated to be applied by most companies

  • Streamlined and simplified disclosures, which aim to improve navigability and readability of disclosure documents by eliminating repetitive or immaterial disclosures
  • Modernized rules that had not been recently updated
  • Technology leveraged to enhance access to information
  • Parallel amendments to several rules and forms applicable to investment companies and investment advisers

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