The SEC has reminded affected filers about the April 13, 2023 compliance deadline for transitioning from paper filing to electronic filing for Form 144. In accordance with the SEC’s June 2022 adopted amendments concerning EDGAR filing requirements, certain Form 144 filings must be made on the SEC’s EDGAR system, for which filers must ensure that they have an account. The electronic filing requirement applies to all Form 144 filings except for related to securities of issuers that do not file 1934 Act reports with the SEC on EDGAR. Continue reading "SEC Issues Reminder of Upcoming Form 144..." »

On January 31st, the SEC announced that it has updated sections of its Division of Corporation Finance Financial Reporting Manual, as well as the Exchange Act Rules and Exchange Act Forms. Continue reading "SEC’s Division of Corporation Finance Updates..." »

XBRL US will be hosting a webinar to help corporate issuers who are faced with many choices working with the XBRL US GAAP Taxonomy when submitting financials to the SEC. The one-hour webinar will take place on Tuesday, February 7, 2023, and will begin at 3:00 p.m. ET. The event is free and open to the public, but registration is required. {expires: 2023-02-08} Continue reading "XBRL US to Discuss Solutions to Common Issues..." »

Both the SEC and the FERC will be closed Monday, January 2, 2023, in observation of the New Year holiday. The EDGAR System will not receive, process or accept filings on that day. Filings with a due date of January 2nd will be due the following business day, Tuesday, January 3rd. eForms will accept filings submitted on January 2nd. {expires: 2023-01-03} Continue reading "New Year’s Hours" »

Both the SEC and the FERC will be closed Monday, December 26th due to the closure of the federal government on that day. The EDGAR System will not receive, process or accept filings on that day. Filings with a due date of December 26th will be due the following business day, Tuesday, December 27th. eForms will accept filings submitted on December 26th. Also, on Friday, December 23rd, Novaworks will be providing limited e-mail support only after 11:00 a.m. due to inclement weather in western New York. {expires: 2021-12-27} Continue reading "Christmas Hours" »

On December 14th, the SEC adopted amendments to Rule 10b5-1 under the Exchange Act, which provides affirmative defenses to trading based on material, nonpublic data within insider trading cases. The SEC first adopted Rule 10b5-1 in August 2000 to address instances when insider trading liability arises in connection with a trader’s use or knowing possession of material nonpublic information. Continue reading "SEC Adopts Amendments to Update Rule 10b5-1..." »

On December 19th, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system was updated to Release 22.4. The system now supports the 2022Q4 version of the Executive Compensation Disclosure (ECD) and Document and Entity Information (DEI) taxonomies. These taxonomies provide the tagging elements for disclosures associated with the SEC’s releases on Pay Versus Performance and Listing Standards for Recovery of Erroneously Awarded Compensation.

Continue reading "SEC Announces XBRL Taxonomies Update to Release..." »

On December 13th, the SEC’s Division of Corporation Finance posted an update to Non-GAAP Financial Measures Compliance & Disclosure Interpretations Questions 100.01, 100.04, 100.05, 100.06, and 102.10(a)(b)(c). The questions and answers are the Division's interpretations of the rules and regulations on the use of non-GAAP financial measures. Continue reading "SEC’s Division of Corporation Finance Revises..." »

On December 8th, the SEC’s Division of Economic and Risk Analysis announced that it has concluded an assessment of how filers are tagging line items on the income statement over multiple periods. The staff noted that a number of filers are using different elements when tagging the same reported line item on the income statement over multiple periods, though each of those tags are included in the taxonomy versions used in the filings. The staff’s findings also determined that some filers were using one element in a form, for example, Form 10-Q, while using another element for the same reported line item in a different form, such as Form 10-K. Continue reading "SEC Offers Guidance on Tagging Income..." »

On August 2nd, the SEC announced that the Form 13F Data Sets are now available for download. The Form 13F Data Sets provide the securities holding information required of institutional investment managers under Section 13(f) of the Securities Exchange Act of 1934. The securities holding information is also made accessible to the public in structured Form 13F filings with the SEC. The data is extracted from the XML-based section of public Form 13F submissions made in the SEC’s EDGAR system. Continue reading "SEC Announces Public Availability of Form 13F..." »

The SEC’s Division of Investment Management will hold a meeting via webcast on sec.gov to discuss and consider whether to propose amendments to Form PF to amend reporting requirements for all filers and large hedge fund advisers. The meeting is free, open for the public to attend, and will take place on Wednesday, August 10, 2022 at 10:00 a.m. ET. {expires: 2022-08-11} Continue reading "SEC Staff to Hold Open Meeting to Discuss..." »

On June 23rd, the SEC announced that it has approved rules and amendments to Form 13F to increase efficiency and make data more accessible to the public. The amendments will require the filing of certain applications, confidential treatment requests, and forms to be converted from paper to electronic submission. Subject to the rule and form amendments are registered investment advisers, institutional investment managers, and others that file or submit reports to the SEC via the EDGAR system or the Investment Adviser Registration Depository (IARD) system. Continue reading "SEC Approves Amendments to Electronic Filing..." »

The SEC has announced that it is proposing amendments to rules and disclosure forms under both the Advisers Act and the Investment Company Act that would both provide investors with information that is consistent, comparable and reliable and help funds and advisers incorporate environmental, social, and governance (ESG) components. The proposed amendments would apply to registered investment companies (funds), business development companies (together with funds), registered investment advisers (advisers), and certain unregistered advisers (together with registered investment advisers) and would require these entities to submit supplemental information regarding their ESG investment practices. Continue reading "SEC Announces Rule Proposals to Enhance..." »