Reinventing the Securities Disclosure Regime: Online Questionnaires as Substitutes for Form-Based Filings
We briefly describe a proposed reform of the SEC's disclosure process that would replace the great majority of disclosure forms with an on-line questionnairedriven disclosure regime subject to mandatory updating according to a schedule defined by the Commission. This approach allows the Commission to elicit all the information currently generated by its forms-based filing system at, we believe, a dramatically lower cost to filers. It would also facilitate rapid, low-cost construction of databases that promote ready comparison of disclosures across registrants and over time. The system promises to eliminate the filing of duplicative information and can automatically focus attention on changes from prior disclosures. It thereby facilitates Commission review while simultaneously calling the market's attention to matters most likely to influence price formation. This new regime would also allow the Commission to achieve the significant potential benefits of a company-based disclosure system without seeking legislative authority, and without running the risk of changes to the liability structure provided under the current offerings-based disclosure regime.