SEC Staff Issues Additional Guidance On Exhibit Redactions

The SEC staff has issued supplemental guidance regarding its new rules for the redaction of confidential information from certain exhibits, which take effect today. See our blog post here for more detail on the new rules.

Consistent with prior practice, a company redacting information from a material contract must:

• note in the exhibit list that portions of the exhibit have been omitted;
• include a legend on the first page of the exhibit alerting readers to the omission of information (a) that is immaterial and (b) whose disclosure would be competitively harmful; and
• indicate with brackets where information has been omitted.

The guidance confirmed that the staff will continue to refrain from declaring registration statements effective until all staff comments on redactions from related exhibits have been resolved.