SEC plans to make exhibits in filings easier to access

By Ken Tysiac

SEC filers would be required to include a hyperlink to exhibits in their company filings, under amendments the commission proposed Wednesday.

The proposal would require a hyperlink to each exhibit listed in the exhibit index. The proposed requirement would apply to 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 that file on Forms F-10 or 20-F.

To enable the use of hyperlinks, registrants also would be required to submit electronic filings in HTML format. That would be a change from current rules that allow electronic filings in the ASCII format as well as the HTML format. Documents filed in ASCII format can include a cross-reference but cannot support a functional hyperlink.

According to the SEC, over 99% of filings in 2015 that were made on the forms that would be affected by the new proposal were filed in HTML.

The proposal is intended to provide readers of company filings with an easy way to access exhibits in electronic filings. Currently, a reader who is interested in an exhibit has to find it in the exhibit index then search through the registrant’s filings to locate the relevant filing that includes the exhibit.

A hyperlink would make the exhibit available with a simple click.

“The proposed changes should make it significantly easier to locate documents attached to company filings,” SEC Chair Mary Jo White said in a news release. “This enhanced capability will benefit both investors and companies.”

Comments on the proposal will be accepted for 45 days following publication in the Federal Register and can be made using instructions available at the SEC’s website.

Ken Tysiac (ktysiac@aicpa.org) is a JofA editorial director.

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