Securities Regulation Daily SEC issues interim FAST Act rules
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Wednesday, January 13, 2016

SEC issues interim FAST Act rules

By Mark S. Nelson, J.D.

The SEC issued interim final rules and a request for comment as part of its implementation of some of the many securities provisions contained in the Fixing America’s Surface Transportation (FAST) Act that became law last month. The interim rules focus on FAST Act sections dealing with Forms S-1 and F-1 for emerging growth companies (EGCs) and other smaller reporting companies. The interim rules are effective when they are published in the Federal Register, while comments on them are due 30 days later (Release No. 33-10003, January 13, 2016).

Section 71003 of the FAST Act amended Section 102 of the Jumpstart Our Business Startups (JOBS) Act to ease some EGC disclosure duties. Specifically, the SEC must amend the general instructions to Forms S-1 and F-1 to provide that an EGC’s registration statement, prior to its IPO, can omit historical financial data otherwise required by Regulation S-X, if the EGC reasonably believes the information will not be required and the EGC amends its registration to include any required information as of the date of amendment before it distributes a preliminary prospectus.

The SEC was directed to move ahead on the forms revisions within 30 days of enactment of the FAST Act. Moreover, an EGC can rely on the provision in the same time period, subject to the stated conditions. Previously, the SEC issued guidance on application of the FAST Act.

The FAST Act also sought to ease burdens on other smaller reporting companies. Section 84001 directs the SEC to quickly revise Form S-1 to allow these companies to partake of forward incorporation by reference.

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