Incorporation by Reference | Practical Law

Incorporation by Reference | Practical Law

Incorporation by Reference

Incorporation by Reference

Practical Law Glossary Item 3-382-3531 (Approx. 3 pages)

Glossary

Incorporation by Reference

Some SEC registration statements (such as Form S-3 or Form 8-A) and other types of filings (such as Form 10-K) filed under the Securities Act or the Exchange Act enable the incorporation of certain information required to be included in that filing by simply referring to the required information as it was disclosed or included in other forms, documents, or registration statements filed with the SEC. In some cases, filings or information may be automatically incorporated by reference from filings the issuer will make in the future (this is referred to as forward incorporation by reference). The ability to incorporate by reference reduces the amount of text required in the particular form or filing and simplifies the registration or filing process.
Incorporation by reference is governed by Rule 411 under the Securities Act and Rule 12b-23 under the Exchange Act.
In the commercial context, incorporation by reference refers to the act of including an additional document within a contract by naming the additional document rather than including the full text or full version of the additional document. Incorporation by reference is often used in contracts to include policies, schedules, diagrams, or additional terms and conditions. For an example of incorporation by reference to include a supplier code of conduct, see Standard Clause, General Contract Clauses: Forced Labor Covenant.