SEC Guidance on Confidential Treatment Applications

On December 19, 2019, the SEC issued guidance regarding the process for applying for confidential treatment of information filed with the SEC. The guidance offers an alternative to the SEC’s rules issued in April 2019 under Regulation S-K Item 601(b) permitting companies to file redacted material contracts without applying for confidential treatment of the redacted information provided the redacted information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

To apply for confidential treatment under Rules 406 and Rule 24b-2, a registrant must omit all confidential information from an exhibit attached to a filing and must mark the exhibit to indicate where it has omitted information. The filing must also indicate, where appropriate within the exhibit, that the confidential information has been filed separately with the SEC. The registrant must also send a written application to the SEC requesting confidential information, which must include, among other items, an unredacted copy of the exhibit with the confidential portioned identified, the Freedom of Information Act exemption upon which confidentiality is requested, the time period for which confidentiality is sought and the rationale for why public disclosure is unnecessary.

The guidance issued by the SEC can be found here.

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