SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

By Steve Quinlivan, Cate Heaven Young and Bryan Pitko

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface Transportation Act, or the FAST Act.

According to the SEC, the proposed amendments are intended to modernize and simplify certain disclosure requirements in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors. The amendments are also intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. In this respect, some of the proposed changes go beyond the scope of the staff's initial recommendations under the FAST Act mandate.

Significant matters addressed by the proposal include:

  • Limiting disclosure about a registrant's properties to physical properties that are material to the registrant
  • In certain circumstances, eliminating required discussion in the MD&A about the earliest year of three-year financial statements
  • Eliminating the requirement that reporting persons furnish Section 16 reports to the registrant and discouraging references in reports when registrants have no delinquencies to report
  • Allowing omission of schedules and similar attachments from all exhibits required to be filed
  • Eliminating the requirement to submit confidential treatment requests to the SEC in connection with the redaction of competitively harmful but immaterial information from filed exhibits. This places the analysis of the propriety of redacted information in the hands of the registrant instead of SEC staff
  • Permitting registrants with established reporting histories to consider the filing of material agreements entered into over the last year instead of over the last two years
  • Simplifying the rules regarding incorporation by reference and hyperlinking of information in documents available on EDGAR

We have published a comprehensive analysis of the proposed rules on

For more information about the SEC's proposed amendments to Regulation S-K and related rules and forms, please contact Bryan Pitko, Steve Quinlivan, Cate Heaven Young or the Stinson Leonard Street contact with whom you regularly work.

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