On August 17, 2018, the Securities and Exchange Commission (“SEC”) voted to adopt amendments to duplicative, overlapping, outdated or superseded disclosure rules for public companies. The new rules take effect on November 5, 2018 and are effective for all SEC filings made on or after that date.
On balance, the amendments to Regulation S-K and Regulation S-X are more technical in nature than revolutionary, but they will nonetheless require reporting companies to revise and update a number of routine disclosures appearing in periodic reports and registration statements. The full slate of amendments are described in greater detail in the SEC’s adopting release. In addition to the adopting release, the SEC issued a helpful “demonstration version” of the amendments, which provides a blackline of the final changes against existing regulations. The SEC staff subsequently published transition guidance for certain financial statements.
Since many retailers have a fiscal quarter that ends on or about October 31, now is the time to start considering how affected text in the next Form 10-Q or SEC registration statement should be modified to reflect the various changes. Audit committees and disclosure review committees should also review the new rules and be prepared to discuss their applicability when draft filings are circulated for review. The amendments do not change the due date for Form 10-Q, which means the reports are still due 40 days after quarter end for accelerated and large accelerated filers, and 45 days later for other filers.