S-K 404

Certain Relationships and Related Transactions Disclosure

S-K 404 has been substantially revised

Key changes to S-K 404

Requirements for disclosure of specific types of
director relationships (old Item 404(b) of Reg. S-K) have been eliminated

Requirements for disclosure of policies and procedures for the review, approval or ratification of related person transactions (new Item 404(b) of Reg. S-K) have been added

Dollar threshold for disclosure increased
from $60,000 to $120,000
Disclosures about indebtedness and other types of related person transactions have been consolidated
Specifying exceptions for some categories of transactions that do not fall within the principle for disclosure under the related person transaction disclosure requirement
Changes may affect whether a director qualifies as a
non-employee director within the meaning of Rule 16b-3

In some cases, previously ineligible directors may qualify as non-employee directors
In other cases, previously eligible directors may become ineligible

Changes apply to fiscal year ends on or after 12.15.06

Conforming amendments

404(a) Transactions with related persons

404(b) Review, approval, ratification

404(c) Promoters, Control persons

Instruction 1 Periods covered

Instruction 2 Foreign private issuers

Replace prior S-K 404 interpretations in July 1997 Manual of Publicly Available Telephone Interpretations and its March 1999 supplement
Last updated 8.8.07
Divided into two parts

Index to Interpretations and related Topic Pages

§	Link to FAQs	Link to Topic Page
1	404	--
2	404(a)	Transactions with related persons
3	404(b)	Review, approval or ratification
4	404(c)	Promoters and control persons

§	Link to FAQs	Link to Topic Page
1	404	--
2	404(a)	Transactions with related persons
3	404(b)	Review, approval or ratification
4	404(c)	Promoters and control persons