The SEC recognizes that technological developments allow for easy access to the type of information required by Item 301, which is typically made available in prior filings on EDGAR. The amendments eliminate Item 301 which required companies to provide 5 years of selected financial data. Eliminates the requirement for selected financial data Highlights of the final amendmentsĭescribed below are some of the changes that the SEC is adopting in connection with the new set of amendments to Regulation S-K. Although companies will not be required to apply the amended rules until their mandatory compliance date, they may comply with the final amendments any time after the effective date, so long as they provide disclosure responsive to an amended item in its entirety.
#Rule the waves mods registration
Companies will be required to apply the amended rules in a registration statement and prospectus that on its initial filing date is required to contain financial statements for a period on or after the mandatory compliance date.
Another interpretation requires calendar year-end companies to begin complying with these rules starting with their Form 10-Q filings for the period ending June 30, 2021, depending on when final publication occurs.
One interpretation of this language requires calendar year-end companies to initiate compliance with these rules beginning with their annual reports for the fiscal year ending December 31, 2021. Companies are required to comply with the amended rules beginning with the first fiscal year ending on or after the date that is 210 days after publication in the Federal Register (the “mandatory compliance date”). The amendments will become effective 30 days after they are published in the Federal Register. The recent regulatory changes are driven by an ongoing SEC initiative intended to modernize and improve disclosure requirements by focusing on material information for the benefit of investors, eliminating duplicative disclosures and simplifying compliance efforts for companies. These amendments come on the heels of the SEC’s prior set of amendments to Regulation S-K which came into effect on Novemand relate to business, legal proceedings and risk factor disclosure (see related blog posts here and here). The SEC adopted certain parallel amendments applicable to foreign private issuers (FPIs), including to Forms 20-F and 40-F, in addition to other applicable conforming amendments to the SEC’s rules and forms.
Many of them opt for a principles-based approach in lieu of a prescriptive approach, allowing companies to decide how best to convey material information to investors. In addition, some of the rule changes are a codification of existing SEC guidance or an effort to clarify some of the Instructions to the Rules in Regulation S-K. These new rules apply to registration statements and periodic reports. In particular, the SEC eliminated the requirement for Selected Financial Data (Item 301), streamlined the requirement to disclose Supplementary Financial Information (Item 302) and adopted certain amendments to Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”) (Item 303). Securities Exchange Commission (“SEC”) announced that it adopted final amendments under Regulation S-K and the related rules and forms in an effort to modernize, simplify and enhance certain financial disclosure requirements.