Typically, a company would not be aware of an ongoing Staff review unless that company receives a comment letter or is otherwise contacted by the Staff.
#REDACTED COMPANY REGISTRATION#
4 The Staff’s compliance review may occur in connection with the review of a report or registration statement ( e.g., a Form 10-K or Form S-1) or otherwise. The Staff will monitor compliance with the rules outlined above. For instance, companies should safeguard unredacted copies of agreements and coordinate with counterparties, especially those that have their own SEC or other public filing obligations, to ensure that other publicly available versions of the agreement are consistently redacted. Further, companies should take steps to avoid public disclosure of the redacted terms, given that public disclosure - inadvertent or otherwise - could obligate a company to file a revised version of the exhibit with the SEC. Doing so helps support a company’s disclosure controls and procedures and prepares it for any subsequent requests for written support as part of a compliance review by the staff of the SEC’s Division of Corporation Finance (Staff), as discussed below. 3 In addition, although not required, companies should consider documenting the legal and factual bases for such redactions.
Include a notation indicating that portions of the exhibit have been omitted in theĮxhibit index of the SEC filing with which the redacted exhibit is filed or incorporatedĪs in the past, companies should narrowly tailor their redactions to omit only those terms that they have concluded are appropriate under the rules. Indicate with brackets ( e.g., “”) in the filed exhibit where the information has been omitted from the filed version of the exhibit and It both (i) is not material and (ii) would be competitively harmful if publicly disclosed Include a prominent statement on the first page of the filed version of the redacted exhibit that certain identified information has been excluded from the exhibit because 2 When filing a redacted exhibit, companies must comply with the following requirements: Without a confidential treatment request, so long as that information (i) is not materialĪnd (ii) likely would result in competitive harm to the company if publicly disclosed. Redactions to New Exhibits Filed With the SECĬompanies may redact confidential information from filed versions of agreements 1 This guide outlines the amended rules, which went into effect in April 2019, and the process companies should follow to prevent the public disclosure of information redacted from their exhibits. Rules requiring material agreements to be filed as exhibits to reports and registration statements with the Securities and Exchange Commission (SEC) were amended to permit the redaction of immaterial and commercially sensitive terms from filed agreements without a confidential treatment request.
Please see our updated " Guide to Maintaining Confidentiality of Commercially Sensitive Information in Agreements Filed With SEC." 7, regarding confidential treatment requests and expiring confidential treatment orders. Update: After publication of this guide, the SEC staff issued new guidance, CF Disclosure Guidance: Topic No.
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