On October 13, 2021, the Securities and Exchange Commission, or SEC, adopted rule amendments aimed at modernizing its filing fee disclosures and payment methods. Companies pay filing fees to the SEC in connection with certain transactions, including registered offerings of securities, mergers and acquisitions, and tender offers. The full text of the amendments can be found here. This is a significant development, as these disclosures and procedures have not been changed for some time.
Highlights of the rule amendments are as follows:
- Filing fee-related information will appear in a separate exhibit document, rather than on the cover page of the filing.
- The new rules require more detailed tabular disclosure of information than would have previously been presented in narrative format or in the header information for a filing, including any fee offsets being claimed by the registrant.
- Fee information must be provided in a structured format of Inline XBRL. These requirements will be phased in over time based on a company’s filer status. Large accelerated filers must comply effective July 31, 2024; all others must comply effective July 31, 2025.
- The new rules permit payment of filing fees via wire transfer, ACH, debit card, and credit card. We expect the addition of the credit card option will benefit smaller issuers.
The amendments affect the following Securities Act forms: Form S-1, Form S-3, Form S-4, Form S-8, Form S-11, Form F-1, Form F-3, and Form F-10. The following Securities Exchange Act schedules are also affected: Schedule 13G-3, Schedule 13E-4F, Schedule 14A, Schedule 14C, Schedule 14D-1F, and Schedule TO.
The amendments will be effective on January 21, 2022, with the changes to the fee payment methods effective on May 31, 2022. The Inline XBRL requirements will be phased in over time as described above.
Jonathan A. Greene is a member of the Capital Markets practice group of Wyrick Robbins, which represents public company clients across a broad range of industries in connection with their SEC reporting and corporate matters, and significant financing transactions. The Capital Markets group publishes Client Alerts periodically as a service to clients and friends. The purpose of this Client Alert is to provide general information, and it is not intended to provide, and should not be relied upon as, legal advice.