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Statement on the Final Rule on Exhibit Hyperlinks and HTML Format

Commissioner Kara M. Stein

U.S. Securities and Exchange Commission

March 1, 2017

Good morning.  I would like to thank staff in the Division of Corporation Finance for their work on this final rule on exhibit hyperlinks and HyperText Markup Language or HTML formatting.  In particular, I would like to thank Sean Harrison, Felicia Kung, and Betsy Murphy.

This rule should make it much easier to access exhibits to a company’s registration statement or periodic report.  In many cases, exhibits are incorporated by reference, meaning that they are not attached to a current filing but were filed sometime in the past.  In order to find an exhibit, an individual would need to embark on a time-consuming search of a company’s historic filings on EDGAR, which is the Commission’s repository for company filings.

Today’s rule will eliminate the inefficiencies associated with such a search process.  It will require companies that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or certain foreign companies that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in their exhibit index.

In addition, in order to support functional hyperlinks, today’s final rule would amend Rule 105 of Regulation S-T and require registrants to file in HTML format all registration statements or periodic reports that are subject to certain exhibit filing requirements.[1]  The rule would allow a one year phase-in period from the effective date for non-accelerated and smaller reporting company ASCII filers.[2]

I look forward to working on similar projects and improvements that make disclosure more accessible, and create efficiencies for both investors and companies going forward.

Thank you.

 

[1] HTML formatting will be required for all registration statements or periodic reports that are subject to the exhibit filing requirements of Item 601 of Regulation S-K, and Forms F-10 and 20-F.

[2] Similarly, a phase in period is also contemplated with respect to filings on Form 10-D to accommodate certain programming changes being implemented on the EDGAR system, which will allow registrants to include the Form 10-D and Form ABS-EE in a single submission so that required exhibit hyperlinks can be created when a Form 10-D is filed.