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August 27, 2018
Congress passed the Fixing America’s Surface Transportation Act (known as the “FAST Act”) at the end of 2015. Among other things, the FAST Act directed the SEC to modernize and simplify its disclosure requirements by eliminating provisions of Regulation S-K that are duplicative, overlapping, outdated or unnecessary.
On August 17, 2018, the SEC adopted amendments in response to the FAST Act’s mandate. The amendments are intended to simplify compliance with disclosure requirements and facilitate the disclosure of information to investors without significantly altering the total mix of information provided. In addition, the SEC anticipates that the amendments may reduce investor search costs, which may result in more efficient investment decision-making, and may reduce issuer compliance costs, which may encourage capital formation. The amendments address four categories of disclosure that the SEC identified as needing to be updated in light of other SEC disclosure requirements, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) or changes in the environment of available information:
While the majority of the amendments are to Regulation S-X, several of the amendments affect the business description and other disclosure requirements of Regulation S-K, and corresponding changes to SEC forms, including Form S-1, Form S-3 and Form 10-K. The changes to Regulation S-K include eliminating:
The SEC also added a new requirement for all issuers to disclose their Internet addresses, if they have one (Item 101(e)(3) and Item 101(h)(5)).
The amendments become effective 30 days after publication in the Federal Register. The complete Final Rule adopting the amendments is available at: https://www.sec.gov/rules/final/2018/33-10532.pdf.
If you have questions regarding this publication, please call any of the lawyers listed below or your regular Nelson Mullins contact:
Jeff Allred: 404.322.6101 or at firstname.lastname@example.org
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Nina Gordon: 305.373.9426 or at email@example.com
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John Jennings: 864.250.2207 or at email@example.com
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Jon Talcott: 202.689.2806 or at firstname.lastname@example.org
Charles Vaughn: 404.322.6189 or at email@example.com
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