The Securities and Exchange Commission issued a proposal on August 31, 2016 that if adopted will require a public company to include a hyperlink to each exhibit it lists in registration statements and periodic and current reports filed with the SEC. The SEC believes these proposed changes will facilitate easier access by investors to documents that are exhibits to these SEC filings.
The proposal applies to public companies that file registration statements and periodic and current reports subject to the exhibit requirements of Item 601 of Regulation S-K, as well as those that file on Forms F-10 or 20-F. These forms include Forms S-1, S-3, S-4, S-8, S-11, F-1, F-2, F-4, SF-1 and SF-3 under the Securities Act of 1933, as well as Forms 10, 10-K, 10-Q, 8-K, 10-D and 20-F under the Securities Exchange Act of 1934. Under the proposal, public companies are required to include an active hyperlink to each exhibit listed in the filing's exhibit index, even if the exhibit is incorporated by reference. The proposal provides that for registration statements, exhibit hyperlinks are only required in the version that becomes effective, including immediately effective registration statements and post-effective amendments. For periodic or current reports, exhibit hyperlinks would need to be included when the report is filed.
The proposal also requires these types of filings be submitted on EDGAR in HyperText Markup Language (HTML) format and not in American Standard Code for Information Interchange (ASCII) format, because ASCII documents do not support hyperlinks. The SEC notes in the proposal that in 2015 over 99% of filings made on these forms were submitted in HTML format.
The proposal excludes XBRL exhibits from the hyperlink requirement, as well as exhibits filed on paper under temporary or continuing hardship exemptions under Rules 201 or 202 of Regulation S-T or under Rule 311 of Regulation S-T. Under the proposal, hyperlinks are also not required for exhibits incorporated by reference that were filed on paper prior to the time that electronic filings on EDGAR became mandatory and that have not been refiled in electronic format.
We believe, if approved, the earliest the proposal will become effective is 2017.
The proposal appeared in the Federal Register on September 12, 2016. The public comment period will remain open until October 27, 2016.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
