The Securities and Exchange Commission has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings.
The proposal, announced on Aug. 31, would require registrants that file registration statements and periodic and current reports that are subject to the exhibit requirements under Item 601 of Regulation S-K, or file on Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the index of their filings. Because the text-based American Standard Code for Information Interchange (ASCII) format cannot support functional hyperlinks, the amendments also require that these filings be submitted in HyperText Markup Language (HTML) format.
“The proposed changes should make it significantly easier to locate documents attached to company filings,” SEC Chairman Mary Jo White said in a statement. “This enhanced capability will benefit both investors and companies.”
Since the SEC’s implementation of the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) in 1984 to automate the receipt, processing, and dissemination of documents required to be filed under the federal securities laws, there have been efforts to make the system more efficient and comprehensive. In 2000, the Commission adopted rule and form amendments that allowed registrants to file documents in the HTML format. It also expanded the permissible use of hyperlinks in EDGAR filings to allow filers to hyperlink to other documents within the same filing and to documents contained in other filings in the EDGAR database.
Additional EDGAR modernization efforts have emerged as a result of the Commission’s ongoing Disclosure Effectiveness Initiative, a comprehensive review of Regulation S-K requirements mandated by Congress in both the JOBS Act and FAST Act.
The proposed amendments would apply to nearly all of the forms that are required to include exhibits under Item 601, specifically Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, SF-1, and SF-3 under the Securities Act; and Forms 10, 10-K, 10-Q, 8-K, and 10-D under the Exchange Act. Also proposed are corresponding amendments to Form F-10 and Form 20-F.
The effort follows the Commission's recent announcement of a time-limited program to permit registrants to voluntarily file structured financial statement data using Inline XBRL, allowing registrants to file the required information and data tags in one document rather than requiring a separate exhibit for the interactive data.
Among the questions put out for comment in the proposal:
Should the Commission require registrants to include hyperlinks from the exhibit index to the exhibits identified in the index for the registration statements and reports, as proposed?
Should it require registrants to include hyperlinks to the exhibits filed with the initial registration statement and each pre-effective amendment?
Should registrants be required to include hyperlinks from the exhibit index to the exhibits included in each pre-effective amendment to all of the exhibits filed with each such amendment, as well as previously filed exhibits to the registration statement?
Should the Commission require that active hyperlinks be included in other pre-effective registration statements, such as those that include a preliminary prospectus distributed in connection with an offer, often known as a red herring prospectus?
Are there any particular difficulties in requiring registrants to provide hyperlinks to the exhibits identified in Item 601 of Regulation S-K that are filed with a registration statement or report as proposed?
Would smaller reporting companies and non-accelerated filers that currently file in ASCII face any specific difficulties or incur any unreasonable costs in converting their filings to HTML format? If so, should the Commission keep the ASCII format as an EDGAR filing option for these filers?
The public comment period will remain open for 45 days following publication in the Federal Register. To submit comments, use the SEC’s online submission form or send an e-mail to firstname.lastname@example.org.