The SEC announced on February 9th that it is proposing to amend certain rules that govern beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g). The rules would enhance disclosure requirements, reduce information imbalances and provide more timely information to meet the needs of investors and the market.

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The SEC’s Division of Economic and Risk Analysis (DERA) has observed that some filers are not appropriately tagging disclosures about their finance lease liability, undiscounted future lease payments, and the excess amount of the undiscounted future lease payments over the finance lease liability (for example, imputed interest). DERA is providing guidance to filers to address some of this mistakes. Continue reading "SEC Provides Guidance Regarding Proper Tagging..." »

The SEC has announced that on or about April 4th, it will introduce a change to the EDGAR filing websites (EDGAR Link Online and Online Forms) that will affect the way certain third-party software may communicate with these websites. EDGAR will develop a unique parameter that some third-party software products may need to include in each request that enters/updates data. EDGAR will both verify the existence and validity of the parameter in filers’ requests and end user sessions if the value of the parameter is missing or mismatched. Continue reading "SEC Advises on Filing Agent/Filer Software..." »

On January 26th, the SEC proposed rules to enhance investor protections and improve cybersecurity by bringing more Alternative Trading Systems (ATS) that trade treasuries and other government securities under the regulatory heading. This proposal builds upon the September 2020 proposal for ATSs and feedback received in response to that proposal. The SEC is also re-proposing amendments to Registration Systems Compliance and Integrity (Regulation SCI) to apply it to ATSs that meet certain volume thresholds in US Treasury Securities or Agency Securities. Continue reading "SEC Proposes Rule Amendments for Investor..." »

The Divisions of Corporation Finance and Investment Management receive paper “courtesy copies” of materials from many individuals and entities when they file or submit via EDGAR, email, online form or other electronic methods of communication. Registrants frequently send marked copies of amendments to registration statements or copies of electronically filed registration statements showing modifications from previously submitted or filed versions. Continue reading "The Divisions of Corporation Finance and..." »

XBRL US’ Data Quality Committee (DQC) will host a virtual meeting for industry leaders to further engage in discussions and plans to establish rules and guidance for public corporations complying with the SEC’s XBRL requirements. The webinar will take place on Wednesday, March 23, 2022, from 9:00 a.m. to 12:00 p.m. EST. {expires: 2022-03-24} Continue reading "XBRL US to Hold Virtual Data Quality Committee..." »

On January 14th, staff in the SEC’s Division of Economic and Risk Analysis noted that some filers were using incorrect context dates when tagging fact values in Forms 10-K and 10-Q. Continue reading "SEC Issues Guidance for Filers Using Incorrect..." »

The SEC previously announced that the 2021Q4 version of the Document and Entity Information (DEI) taxonomy, which includes the newly added elements for tagging auditor information required in Release No. 93701, is compatible only with the 2021 versions of other taxonomies. If a filer attempts to use the 2021Q4 version of the DEI taxonomy with the 2020 version of another taxonomy in the same filing, the filing will be suspended. Continue reading "SEC Releases Taxonomy Compatibility for Newly..." »

In September 2021, the SEC introduced a project entitled “EDGAR Next – Improving Filer Access and Account Management”, wherein the SEC proposed a rule that would implement potential technical changes to the way filers access the EDGAR System to make submissions and how filers manage individuals who make submissions on their behalf. After a first round of feedback from stakeholders within the community, the SEC is now seeking further input in undertaking these technical changes. Continue reading "SEC Provides Update on Its Request for Comment..." »

XBRL US’ Data Quality Committee (DQC) will host a virtual meeting for industry leaders to further engage in discussions and plans to establish rules and guidance for public corporations complying with the SEC’s XBRL requirements. The one-hour webinar will take place on Wednesday, January 19, 2022 and will begin at 12:00 p.m. EST. {expires: 2022-01-20} Continue reading "XBRL US to Hold Data Quality Committee Web..." »

On December 20th, the SEC updated the EDGAR system to Release 21.4. The system now supports the 2021Q4 versions of the taxonomies listed below. With this release, the Closed-End Fund (CEF) taxonomy will be accepted in EDGAR for the first time, and the Document and Entity Information (DEI) taxonomy has been updated to include elements for tagging auditor information. For more information, refer to the final 2021Q4 taxonomies’ Release Notes. Continue reading "SEC Releases 2021Q4 XBRL Taxonomies Update" »

To help filers avoid missing deadlines and reduce online traffic around crucial filing dates, the SEC releases a filing schedule detailing when it expects to receive the highest volume of EDGAR filings. The 2022 schedule is now available from the SEC. Continue reading "SEC Releases 2022 Peak Filing Volume Dates for..." »

On December 15th, the SEC proposed amendments that would enhance certain reporting requirements to improve the SEC’s ability to monitor and analyze money market fund data. Money market funds are a category of mutual funds registered under the Investment Company Act of 1940 (Act) and regulated pursuant to rule 2a-7 under the Act. Continue reading "SEC Proposes Money Market Fund Reforms" »

On December 15th, the SEC proposed amendments to Rule 10b5-1 to enhance disclosure requirements and investor protections against transactions in company securities. Adopted by the SEC in August 2000, Rule 10b5-1 provides corporate insiders an affirmative defense to insider trading: (1) for parties that commonly have access to material nonpublic information, including corporate officers, directors, and issuers, and (2) in circumstances where (subject to certain conditions) the trade was (a) under a binding contract, (b) part of an instruction to another person to execute the trade for the instructing person’s account, or (c) part of a written plan adopted when the trader was not aware of material nonpublic information. Continue reading "SEC Proposes Updates to Rule 10b5-1 Insider..." »