Earlier this year, the Securities and Exchange Commission (the “SEC”) finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the Commission’s mandate under the Fixing America’s Surface Transportation (FAST) Act. The amendments are intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information.
The amendments included new procedures for filing redacted material agreements with the SEC without the need to make a formal confidential treatment request.
Companies may now file redacted material contracts without applying for confidential treatment so long as the redacted information (i) is not material and (ii) would be competitively harmful if publicly disclosed. This is the same standard as the prior confidential treatment requirements.
To file redacted material contracts, companies must:
The SEC will review these filings for compliance with the new rules and may requests supplemental information in connection with this review.
Shortly following the release of the finalized amendments, the SEC’s Division of Corporation Finance announced a streamlined procedure to extend confidential treatment for exhibits that are subject to a previously granted confidential treatment request.
The SEC Staff has developed a short form application to facilitate the process of filing an application to extend the time for which confidential treatment has been granted.
In this one-page document, companies must:
Companies are not required to refile the unredacted documents with the request or provide the supporting analysis previously provided if the analysis remains the same as presented in the most recent application.
The short form application is to be submitted by email to CTExtensions@sec.gov. If the SEC Staff has questions relating to the application, they will contact the company.
Please reach out to one or more of the authors of this alert if you would like more information regarding the changes being implemented by the amendments.
Michele Kloeppel and Sarah Larson are members of Thompson Coburn’s Corporate & Securities practice.
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