Publication
Development finance facilities: Prospects for APAC
Sponsors and project developers across the renewables and energy transition space are currently facing a challenging macroeconomic environment.
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Publication | October 19, 2017
On October 11, 2017 the SEC proposed amendments of Regulation S-K that are intended to:
The SEC also proposed parallel amendments to several rules and forms applicable to investment companies and investment advisors to provide for consistent rules governing incorporation by reference and hyperlinking.
The SEC is soliciting public comments through mid-December.
Here is our FAST track through the 253-page proposing release, highlighting some changes that, if adopted in the form proposed, may be more impactful for reporting companies.
Topic |
Proposed amendments |
Comments |
Description of Property (Item 102) |
Clarify that disclosure required under Item 102 should focus on physical properties that are material to the registrant and may be provided on a collective basis, if appropriate. |
Largely consistent with FAST Act Report. |
MD&A (Item 303) |
|
Largely consistent with FAST Act Report. The SEC is proposing similar changes for Item 5 of Form 20-F for foreign private issuers (other than Canadian issuers using Form 40-F). |
Directors, Executive Officers, Promoters, and Control Persons (Item 401) |
Clarify that any disclosure about executive officers required by Item 401 (not just 401(b)) does not need to be duplicated in proxy statements if it is already presented in Part I of Form 10-K. |
Consistent with FAST Act Report. |
Compliance with Section 16(a) of the Exchange Act (Item 405) |
|
Largely consistent with FAST Act Report. Rule 16a-3(e) would also be amended to eliminate the requirement that copies of Section 16 reports be furnished to the registrant. |
Corporate Governance (Item 407) |
|
Consistent with FAST Act Report. |
Outside Front Cover Page of Prospectus (Item 501(b)) |
|
Consistent with FAST Act Report. |
Risk Factors (Item 503(c)) |
Eliminate the five specific risk factor examples now listed in Item 503(c) and move the item to a new Item 105 generally covering risk factors. |
New proposal, not addressed in FAST Act Report. |
Plan of Distribution (Item 508) |
Define “sub-underwriter” (which is not currently defined) as a “dealer that is participating as an underwriter in an offering by committing to purchase securities from a principal underwriter for the securities but is not itself in privity of contract with the issuer of the securities.” |
Consistent with FAST Act Report. |
Undertakings (Item 512) |
Eliminate four of the undertakings currently required in Part II of a registration statement that are duplicative of other rules or have become unnecessary; that is, 512(c), (d), (e) and (f). |
Consistent with FAST Act Report. |
Exhibits (Item 601) |
|
Consistent with FAST Act Report. |
Material Contracts (Item 601(b)(10) |
Limit the so-called “two-year look back” test for material contracts so that it only applies to a newly reporting registrant, which would be defined as “any registrant filing a registration statement that, at the time of such filing, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, whether or not such registrant has ever previously been subject to the reporting requirements of Section 13(a) or 15(d), and any registrant that has not filed an annual report since the revival of a previously suspended reporting obligation. |
Consistent with FAST Act Report. |
Subsidiaries of Registrant and Entity Identifiers (Item 601(b)(21)) |
Require registrants to include the GLEIF legal entity identifier (a 20-character, alpha numeric code that allows for unique identification of entities engaged in financial transactions), if one has been obtained, of the registrant and each subsidiary listed in this exhibit. |
Consistent with FAST Act Report. |
Various Incorporation by reference rules |
Modify a number of rules (not just S-K or Exchange Act rules and regulations, but also rules under the Investment Company Act and Investment Advisers Act) relating to incorporation by reference to clarify, streamline, make consistent and remove unneeded or obsolete provisions. This includes:
|
Consistent with FAST Act Report. |
Tagging Cover Page Date |
Require that all of the information on the cover pages of Forms 10-K, 10-Q, 8-K, 20-F and 40-F to be tagged in Inline XBRL in accordance with the EDGAR Filer Manual. |
Consistent with FAST Act Report. |
1 FAST Act Modernization and Simplification of Regulation S-K (Oct. 11, 2017) (the “Proposing Release”).
2 Modernization and Simplification of Regulation S-K (Nov. 23, 2016) (the “Fast Act Report”).
3 Business and Financial Disclosure Required by Regulation S-K, Release No. 33-10064 (Apr. 13, 2016) (the “SEC Concept Release”).
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