On November 23, 2016, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) released its “Report on Modernization and Simplification of Regulation S-K” (the “Report”). Although the Report is part of the Staff’s broader ongoing and comprehensive review of Regulation S-K, the Report was specifically mandated by Section 72003 of the Fixing America’s Surface Transportation Act (the “FAST Act”) passed by Congress in December 2015.

The FAST Act includes two sections, Sections 72002 and 72003, which direct the SEC to modernize and simplify the requirements of Regulation S-K. Section 72002 aims to make SEC reporting less burdensome, especially for smaller companies such as emerging growth companies (“EGCs”), by scaling back on requirements or eliminating duplicative provisions, while Section 72003 directs the SEC, in consultation with the SEC’s Investor Advisory Committee and the Advisory Committee on Small and Emerging Companies, to undertake a study and issue a report on the requirements of Regulation S-K. Pursuant to Section 72003, the Report covers: (1) all findings and determinations made in carrying out the required study; (2) specific and detailed recommendations on modernizing and simplifying the requirements under Regulation S-K in a manner that reduces the costs and burdens on companies while still ensuring that all material information is provided; and (3) specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information. The Report does not address the four releases previously issued by the Staff that are also responsive to Section 72003 of the FAST Act. The recommendations contained in the Report are not final and are open for public comment. Additionally, the SEC is required to present to Congress proposed rules implementing its recommendations for amending Regulation S-K by November 23, 2017.