Securities Law Blog: Recent SEC Guidance Means No More Mailing Glossy Annual Reports to the SEC (If Posted)

November 16, 2016
Firm Publication

Earlier this month, the SEC Staff issued welcome guidance to public companies that have previously been required to send courtesy copies of annual reports to the SEC Staff each year pursuant to the proxy rules. The new C&DI is repeated below:

Question: Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form 10-K requires certain Section 15(d) registrants to furnish to the Commission “for its information” four copies of any annual report to security holders. Can a registrant satisfy these requirements by means other than physical delivery or electronic delivery pursuant to Rule 101(b)(1) of Regulation S-T?

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Bass, Berry & Sims’ Securities Law Exchange blog features commentary and practical insight on SEC updates for publicly traded companies.