Details Again! Some Technical Fixes to Disclosure Modernization

By: George Wilson

Details Again! Some Technical Fixes to Disclosure Modernization


The SEC has made some technical corrections to its March 2019 Final Rule for Disclosure Modernization and Simplification.  These corrections were made in an August 6, 2019 Final Rule to make technical corrections to the March 20, 2019 original Final Rule.


First, in several registration statement forms (S-1, S-3, S-4, F-1, F-3, and F-4) the Item 3 section header should now read as:

            Item 3. Summary Information and Risk Factors

As of September 5, 2019, versions of these forms on the SEC’s web page still had the now obsolete heading of:

            Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

Second, to address some confusion caused by the original Modernization and Simplification Rule, the August 6 Final Rule made a technical correction to the Electronic Code of Federal Regulations (or “e-CFR”) on-line version of the Exhibit Table in S-K Item 601(a).  The e-CFR version of the Exhibit Table was updated to make it clear that the new Exhibit 4 “Description of Registrants Securities” is required in Form 10-K.  (This is the information in S-K Item 202.) There was a similar update for Exhibit 104 “Cover Page Interactive Data” to clarify that it is required for Forms 10-K and 10-Q as well as Form 8-K.

You can review a few other detailed changes, primarily to the “N” forms, in the Final Rule.

As always, your thoughts and comments are welcome!

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