SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current reports and in registration statements, active hyperlinks to all exhibits contained or incorporated by reference in the filed document.

With respect to registration statements, the hyperlink requirement would only apply to the registration statement on file at the time of effectiveness. Accordingly, for registration statements that are automatically effective upon filing, such as automatic shelf registration statements on Form S-3 and registration statements on Form S-8, the exhibit index must contain active hyperlinks to any exhibits that are listed as exhibits to and incorporated into such registration statements from documents previously filed with the SEC, as well as those new exhibits actually filed with the registration statement. For registration statements that are not automatically effective upon filing, such as Form S-1 and S-4, the hyperlinks must be included in the last filed registration statement before it is declared effective.

Public reporting companies will similarly be required to provide hyperlinks in the exhibit index included in Forms 10-Q, 10-K or 8-K for exhibits incorporated by reference from other filed documents as well as those newly filed with the report. If the proposed rules are enacted in the current form, those public reporting companies that include exhibits in current reports on Form 8-K that are not otherwise required may want to reconsider this practice so as to minimize the number of additional hyperlinked documents.

The comment period for the proposed rules will expire in approximately 45 days, with any final rules becoming effective subsequent to publication in the Federal Register, although we anticipate that these new hyperlinking requirements would be in effect in time for the annual report season for calendar year companies.


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