Hyperlinking, Incorporation by Reference and XBRL Flashcards
How did the Commission amend the rules related to Incorporation by Reference under the FAST Act (March 2019)
See Workspace “Incorporation by Reference” the Fast Act (under “i. Exhibit and Other Filing Requirements” and “ii. Hyperlinks”).
They eliminated the requirement under Rule 12b-23(a)(3) of the Exchange Act that copies of any information incorporated by reference must be filed as an exhibit. Corresponding amendments were made under 601(b)(99) and Item 10(d) of Reg. S-K was eliminated.
They also required that registrants include hyperlinks to information that is incorporated by reference if that information is available on EDGAR under Rule 12b-23(d).
In any filing, when you see a cross-reference to another previous filing, flag for the client that it must be hyperlinked. In the case of an annual report, believe it still needs to be filed as an exhibit (see Item 601) and if it was filed during the period for which a 8-K filing is required, it also needs to be filed as an Exhibit (see Instruction F to Form 8-K).
