The SEC voted on March 1, 2017 to adopt rule and form amendments to make it easier for investors and other market participants to locate and access exhibits in registration statements and periodic reports that were originally submitted with prior filings. This ruling requires issuers to include a hyperlink to each exhibit in the filing’s exhibit index.
Thursday, March 02. 2017
SEC Approves Rules to Aid Investor Access to Exhibits in Company Filings
Adding hyperlinks to the exhibit index will allow investors and other interested parties to find exhibits far more easily. Currently, exhibits incorporated by reference must be manually located, which can be a tedious and difficult process particularly when a referenced exhibit is filed multiple years ago or by a different issuer. As SEC Acting Chairman Michael Piwowar stated, “... One of the easiest things we can do is add hyperlinks that automatically direct users to additional information on our EDGAR system.”
The new amendments require registrants who file registration statements or reports subject to the exhibit requirements under Item 601 of Regulation S-K or who file Forms F-10 or 20-F to include a hyperlink to each exhibit listed in the filing’s exhibit index. This also requires these reports to be submitted in HTML since ASCII cannot support hyperlinking. Specifically, registrants will provide a link to each exhibit unless that exhibit is filed in paper pursuant to a temporary or continuing hardship exemption. The final rules will also exclude exhibits filed under Form ABS-EE and XBRL exhibits. Other schedules or forms that are not subject to the exhibit filing requirements stipulated under Item 601 of Regulation S-K, such as proxy statements, may still be filed in ASCII format.
Non-accelerated filers and smaller reporting companies that submit filings in ASCII will not have to comply with these new rules until September 1, 2018. Compliance dates for Form 10-D that require hyperlinking to exhibits filed with Form ABS-EE will be delayed as the SEC completes programming changes to allow Form 10-D and Form ABS-EE to be filed as a single submission and thus permit and facilitate the relevant required hyperlinking. Otherwise, the final rules take effect on September 1, 2017.
Novaworks is implementing changes to GoFiler to help filers with compliance to the new hyperlinking rules. More information on these new features will be made available as soon as is possible.
Sources:
SEC Approves Rules to Ease Investor Access to Exhibits in Company Filings (www.sec.gov)
Exhibit Hyperlinks and HTML Format (www.sec.gov)
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