Sec disclosure methods including incorporation by reference

Research conducted by Arthur Mboue

SEC disclosure methods including incorporation by reference

ByArthur Mboue


4 ways to satisfy required disclosure1. Filing a standard required disclosure2. Incorporation by reference of required disclosure

from different formsa. Previous disclosureb. Incoming disclosure

3. Filing cross reference disclosure of item from the same Form

a. A cross reference sheet should indicate the location of information required by the items of the Form.

4. Filing a different and similar item or portion of item at the same location


Incorporation by reference• Age:5 years or younger• Pre-Incorporation notes ‘the definitive statement relating to the registrant’s annual

meeting of shareowners, to be held, April 22, 2015 is incorporated by reference into Part III to the extent described there in’

• Valid documents– Portions of annual report to shareholders– Portions of the proxy statement– Exhibits that are themselves included in Part II of a registration statement– Nonfinancial information required in the Part II of a registration– Information contained in a prospectus or in Part II of the registration – Notes or documents containing the incorporated information should be filed as

an exhibit• Incorporation notes ‘item x-incorporation of certain document by reference – the

following documents, previously filed by the company with SEC pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act’) are incorporated by reference into this registration statement. (1)----. In addition all documents filed by the company pursuant to Sections 13(a), 13c, 14 or 15(d) of the Securities Exchange Act and all documents filed. PROVIDED, HOWEVER, that we are not incorporating information furnished under either item 2.02 or item 7.01 of any Current Report Form 8-K’


Incorporation by reference• Rule 12b-23 also requires that when information is incorporated by reference,

copies of that information or of the pertinent pages of the documents, which include information must be filed as an exhibit.– The matter incorporated by reference must be clearly identified in the

reference by page, paragraph, caption, or otherwise– If only certain portions of a document are incorporated by reference and filed

with the report, the document from which the material is taken must be clearly identified in the reference.

– An express statement that the specified matter is incorporated by reference must be made at the particular place in the report where the information is required

– Material must not be incorporated by reference in any case where such incorporation would render the report incomplete, unclear or confusing

– The age of document is 5 year or younger; if any modification has occurred, a registrant should electronically re-file the entire document on EDGAR, including the modification


•Rule 83 (17CFR 200.83) allows filers to request confidential treatment for some portions of a written response to a staff comment letter

•Filers are required to submit their response letters using 2 separate documents• As response (marked confidential) to the comment letter including

the confidential information• A separate response (redacted version) without the confidential

information • Consistent with current practice, the SEC intends to question a

request for confidential treatment that is overly broad. Companies must have an appropriate basis for confidential treatment

•The SEC will only make the redacted version publicly available on EDGAR

CONFIDENT TREATMENT


Confidential Treatment Request (CTR)• Mostly in writing (email or mail)• Steps– File it on time– Find your FOIA Exemption– Be reasonable– State your case– Be aware of off limits information– Watch for advertent disclosure of confidential

information– Specify duration for confidential treatment


Confidential Treatment of Information

• List of non confidential treatment– The identity of a 10% customer– The amount of company backlog orders– Interest expense and other similar terms in a material

credit agreement– The duration and effect of all patents, trademarks,

licenses, franchises, and concessions held– Disclosures concerning related party transactions – Disclosures required to be included in MD & A

Law

Sec disclosure methods including incorporation by reference