It looks like Corp Fin is making good on its promise to provide more detail in its responses to exclusion requests under Rule 14a-8, the shareholder proposal rule. See this Bank of America letter and this Verizon letter issued recently under (i)(7) – and this General Electric letter issued under (i)(2).
There is not much detail, just an extra sentence or two for the rationale of the Staff’s decision. This is understandable as the SEC doesn’t have the resources to write full blown opinions like judges do…
In California: Fiduciary Duty of Shareholders under Bylaws
Last week, a California court of appeal held – in Tien Le v. Lieu Pham – that when the bylaws provide that one stockholder must give another a right of first refusal with respect to a sale of shares, it is a breach of fiduciary duty for the selling shareholder to attempt to sell in violation of the right of first refusal. Notably, the stockholder who sold his share was not a majority owner (holding only 50% of the outstanding shares).
The case involved a pharmacy corporation and the court based its holding in part on this fact and the public policy of requiring a “reasonably snug fit” between ownership and licensed pharmacists. However, the court also applied corporate common law “involving protection of vulnerable stockholders from other stockholders who have the power, by the choice of to whom shares will be sold, to affect the actual conduct of the corporation”. In this case the licensing of the corporation as a pharmacy was impacted by the sale. The principle enunciated by the court could be extended to other situations, such as transfer restrictions to preserve NOLs, gaming licenses, or contractual rights.
Readers may wish to compare the California court’s holding with the following observation by Delaware Vice Chancellor Lamb in Latesco v. Wayport, Del. Ch., No. 4167-VCL (July 24, 2009): “The performance of a Stockholder Agreement giving corporations or corporate insiders rights of first refusal over the shares of other stockholders is not governed by any generalized fiduciary duty of disclosure nor is it governed by any generalized application of the duty of loyalty. Instead, the contours of such an insider’s duty to the selling stockholder is defined by the terms of the agreement itself and the normal prohibitions against fraud.”
Board Priorities for 2010
In this podcast, Jeff Stein of King & Spalding discusses the latest developments in boardroom thinking, including:
– How would you describe the mood in the boardroom these days?
– Why are boards suddenly focusing on strategy? Hasn’t this always been a priority?
– What are boards doing in the area of risk management as we start 2010?
– Tell us what boards are thinking about when they talk about “board management” or when we hear about the renewed interest in board performance?
– How significant are the SEC’s new rule changes for 2010 proxy statements from the board perspective?
– Is there any fundamental change in the way in which directors view their roles with public companies?
With a media blitz to drive home the point, the SEC showed its determination to overcome a year of bad publicity by announcing a series of changes in its Enforcement Division. In fact, there are so many changes that there were two press releases and a special “Cooperation” web page. Here is this release announcing internal structural changes (ie. new heads of specialized units and a new “Office of Market Intelligence”) And here is this release announcing an initiative to encourage cooperation during investigations (which is driven by this new policy statement, as reflected in a new Section 6.2 in the SEC’s Enforcement Manual).
The SEC’s Division of Trading & Markets also had a big day as the SEC moved forward with a broad review of the equity market structure yesterday by approving the issuance of a concept release seeking comment on such issues as high frequency trading, co-locating trading terminals and markets that do not publicly display price quotations.
Corp Fin Permits Section 3(a)(9) Reliance for Securities Exchanges with Upstream Guarantees
Here’s a new development as explained by Davis Polk: Yesterday, the Staff of the SEC’s Division of Corporation Finance issued a no-action letter to Davis Polk, Cleary Gottlieb and O’Melveny & Myers permitting reliance upon Section 3(a)(9) of the Securities Act of 1933 for the issuance of a new parent security in exchange for an outstanding parent security that has one or more “upstream” guarantees from the parent’s 100%-owned subsidiaries.
All of the prior Staff no-action positions involving the availability of Section 3(a)(9) for exchanges of guaranteed securities had involved “downstream” guarantees (i.e., situations where the parent guaranteed a security issued by one or more of its subsidiaries) as opposed to “upstream” guarantees. Here is the incoming request.
As a result of the 3(a)(9) Upstream Guarantee Letter:
– issuers of securities with upstream guarantees will not be required to keep a shelf registration statement effective for the life of the outstanding convertible security to cover exercises and
– issuers of securities with upstream guarantees will have an attractive third option for effecting exchange offers in addition to registration (which has timing implications) and relying on a private placement exemption (which limits the potential offerees).
Transcript Posted: “The Latest Developments: Your Upcoming Compensation Disclosure”
We have posted the transcript to the popular CompensationStandards.com webcast: “The Latest Developments: Your Upcoming Compensation Disclosures – What You Need to Do Now!” As we do every year, we have updated CompensationStandards.com’s “SEC Rules” Practice Area – including posting these memos & checklists that raise considerations for this proxy season.
One of the longer-standing complaints in the corporate community has been the relatively unchecked ability of John Chevedden to submit dozens of shareholder proposals to companies each year – at companies where he doesn’t have an ownership interest. On its face, this violates the shareholder proposal rule’s eligibility requirements under Rule 14a-8(b), but Chevedden typically has been able to successfully argue to the SEC Staff that he is acting as an agent for another shareholder – rather than as a conduit because he can’t satisfy the eligibility requirements.
Many corporate secretaries will be cheering to hear that Chevedden was recently sued over his efforts to submit a proposal (although this situation doesn’t involve alter egos). Rather than solely rely on the Corp Fin Staff to allow exclusion of his proposal, Apache Corporation has also sued Chevedden in a federal district court. Here is the complaint filed in court – and here is Apache’s exclusion notice sent to the SEC on the same date (both are posted in our “Shareholder Proposals” Practice Area).
Note that unlike a typical situation, Apache doesn’t appear to be “requesting” exclusion – this is a notice filing that the company intends to exclude the proposal. Per Rule 14a-8(j): “If the company intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission.” Note that the rule doesn’t say that you need to request exclusion – here it appears that Apache complied with the notice requirement, gave its reasons for exclusion and essentially said it is going to court to get a ruling that it can exclude the proposal.
Apache is no stranger to being in court over a shareholder proposal, having been sued by NYCERS two years ago over the exclusion of a employment-related proposal – after the exclusion was allowed by the Corp Fin Staff – under the “ordinary business” basis (ie. 14a-8(i)(7)).
Here are some thoughts from an anonymous member: “I am glad they are taking Chevedden to court. More companies should make sure his shenanigans have some real consequences. If he started getting his butt hauled into court all across the country, then his proposals would cost more than the price of a stamp.”
SEC Adopts Rules Governing Say-on-Pay Votes for TARP Companies
Yesterday, the SEC adopted rules implementing the requirement under Section 111(e) of EESA that requires companies that have received TARP money to conduct a separate shareholder advisory vote to approve the compensation of executives during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding. Since most companies have repaid their TARP money, not many will be subject to these new rules.
The SEC amended Rule 14a-6(a) to clarify that a TARP recipient is not required to file a preliminary proxy statement (see pages 8-11 of the adopting release) – but the adopting release is silent as to whether non-TARP companies must file preliminary proxy materials as a consequence of voluntarily including a management-sponsored shareholder advisory vote on executive compensation on the ballot. As a result, I believe non-TARP companies continue to need to file preliminary materials because it is not carved out under the existing rules (and I believe that every company that has put up a MSOP proposal – with one exception – has filed preliminary materials).
Webcast: “ESG Disclosures: Environmental, Climate Change, Social Responsibilities”
Tune in tomorrow for our webcast – ““ESG Disclosures: Environmental, Climate Change, Social Responsibilities”” – to hear Gail Flesher and Betty Moy Huber of Davis Polk, Brink Dickerson of Troutman Sanders, Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster and Jane Whitt Sellers of McGuireWoods discuss environmental, climate change and social responsibility disclosures and how companies are rethinking their approach to such disclosures.
Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don’t renew today, you will be unable to access this webcast. Renew now for ’10! [Here is our “Renewal Center” to better enable you to renew all your expired memberships and subscriptions.]
And then next Thursday, catch another TheCorporateCounsel.net webcast – ““Pat McGurn’s Forecast for 2010 Proxy Season: Wild and Woolly”” – to hear Pat McGurn of RiskMetrics’ ISS Division give a recap of what transpired during the 2009 proxy season and predict what to expect for the upcoming proxy season.
Yesterday, Corp Fin posted this new batch of 32 Compliance & Disclosure Interpretations that deal with Non-GAAP Financial Measures, including interps that deal with business combinations; Item 10(e) of Regulation S-K; EBIT and EBITDA; segments; Item 2.02 of Form 8-K; FPIs and voluntary filers.
These CDIs replace a set of old FAQs that the Staff issued in 2003. Here’s a redline to note the differences between the two, courtesy of Davis Polk.
Status of Regulatory Reform: What Does Dodd’s Retirement Mean?
RiskMetrics’ Ted Allen recently weighed in with enlightening analysis of where we stand on regulatory reform and the possible impact of Senator Dodd’s retirement announcement (here is the Washington Post’s take on the same topic):
Capitol Hill and governance observers have varying views on what U.S. Senator Christopher Dodd’s planned retirement may mean for his sweeping financial reform and corporate governance legislation. Most observers believe that Dodd’s decision to step down will make him more determined to pass a reform bill this year to cement his legislative legacy. His spokeswoman said this week that Dodd is “committed to continue working in a bipartisan fashion to pass strong financial reform this year.”
The U.S. Chamber of Commerce, the Financial Services Roundtable, and other business advocates express hope that Dodd will be more likely to compromise with Senate Republicans because he no longer has to appease left-leaning and populist voters in Connecticut. At the same time, consumer advocates point out that Dodd won’t have to raise campaign funds and thus should have more freedom to stand up to Wall Street interests. Other observers say that Dodd’s retirement won’t make a significant difference, because it still will be difficult for Dodd and his fellow Democrats to attract Republican support for the legislation.
Dodd, who chairs the Senate Banking Committee, announced Jan. 6 that he would not seek another six-year term in office. Dodd, 65, would have a faced a difficult re-election fight this year; he was trailing in opinion polls behind his potential Republican challengers.
In early November, Dodd unveiled a draft 1,136-page bill to overhaul the financial regulatory system. The bill included various governance provisions, such as an annual “say on pay” requirement, authorization for the SEC to adopt a proxy access rule, and provisions to mandate majority voting in director elections and to require companies to obtain shareholder consent for classified boards.
However, Senator Richard Shelby, the ranking Republican on the banking panel, and his GOP colleagues criticized the far-reaching bill, while some Democrats expressed concerns. In early December, Dodd assigned Democratic and Republican committee members to work in pairs to try to reach consensus on different provisions. Senator Charles Schumer of New York, who introduced the “Shareholder Bill of Rights Act” last year, was assigned to work with Senator Michael Crapo, a business-friendly Republican from Idaho, on executive compensation and governance provisions. Other senators were delegated to work on systemic risk principles, regulation of derivatives, and oversight of the Federal Reserve.
On December 23, Schumer and Shelby said in a joint statement that they were making “meaningful progress” on the bill. While staff members for Schumer and Crapo have met, it doesn’t appear that they have reached common ground. According to committee observers, Schumer wants to keep the governance provisions in the bill, while Crapo isn’t convinced they are necessary and wants to hold hearings. Some Democratic staffers resist the idea of holding hearings, because they fear that Republicans are trying to delay the process and have no intention of supporting a revised bill.
A committee mark-up hearing has been scheduled for Jan. 26, but some staff members are skeptical that the lawmakers will complete their work by then, according to the Financial Times. Before a mark-up is held, committee members will be given a chance to offer amendments. “I think that we still have a chance [to pass a bill with governance provisions],” Jeff Mahoney, general counsel of the Council of Institutional Investors, told R&GW. “I don’t think [Dodd’s] not seeking re-election changes much.”
Mahoney said he hopes that Schumer will keep pushing to keep the governance provisions in the bill. He also expressed optimism that Shelby and other Republicans, who generally favor market-based mechanisms over additional government regulation, will be receptive to reforms that empower shareholders. Mahoney said the council will continue lobbying for its three governance priorities–“say on pay,” authorization for a proxy access rule, and a mandate for majority voting in board elections.
Based on conversations with staffers on both sides, Mahoney said he believes that most committee members and staff members still are trying to reach consensus where possible. “No one wants to run this through on a partisan basis,” Mahoney said, recalling the recent rancor over health care reform legislation.
On December 11, the House of Representatives approved a narrower financial reform bill, which includes proxy access and “say on pay” but not other governance provisions. No Republicans voted for the final bill. Dodd has a greater need than the House Democrats to enlist Republican support because Senate rules require 60 votes to cut off debate on most bills. While the Democrats now hold 60 seats in the Senate, Dodd knows from the health care debate that he can’t count on every Democrat to support legislation that has no Republican support.
Dodd also has a limited amount of time to pass a bill before his term expires next January. During election years, lawmakers seldom pass any substantive legislation after their August recess. Senator Tim Johnson, Dodd’s likely successor as Banking Committee chairman, is unlikely to support significant new restrictions on banks. Johnson represents South Dakota, where Citigroup and other banks have significant operations.
Ask the Experts: Schedule 13D and Schedule 13G Issues
We have posted the transcript from our recent DealLawyers.com webcast: “Ask the Experts: Schedule 13D and Schedule 13G Issues.”
RiskMetrics’ New Summary: “Consolidated 2010 Voting Guidelines”
Last week, RiskMetrics posted this set of “Consolidated 2010 Voting Guidelines,” a 72-page document that highlights the key aspects of the entirety of its voting policies. In comparison, the document RiskMetrics released in November highlights only the policy guidelines that were added or modified for 2010.
Webcast: “Disclosure Controls & Procedures: An In-House Perspective”
Tune in tomorrow for our webcast – “Disclosure Controls & Procedures: An In-House Perspective” – to hear Barbara Blackford of Superior Essex, Doug Chia of Johnson & Johnson, Carrie Darling of CareFusion, Josh DeRienzis of PSS World Medical, Cindy Grimm of Texas Instruments and Isobel Jones of Del Monte Foods discuss the evolution of disclosure controls and procedures at their companies, as well as the techniques by which they help train others in their organization in an effort to ensure inadvertent disclosures aren’t made – and that disclosures are full and accurate when made.
Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don’t renew today, you will be unable to access this webcast. Renew now for ’10! [Here is our “Renewal Center” to better enable you to renew all your expired memberships and subscriptions.]
And then on Thursday, catch another TheCorporateCounsel.net webcast – “ESG Disclosures: Environmental, Climate Change, Social Responsibilities” – to hear Gail Flesher and Betty Moy Huber of Davis Polk, Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster, Brink Dickerson of Troutman Sanders and Jane Whitt Sellers of McGuireWoods discuss environmental, climate change and social responsibility disclosures and how companies are rethinking their approach to such disclosures.
The passing into a new decade last week – combined with the announcement of the pending retirement of Senator Dodd – reminded me that it is a good time to address the Year 2000 scare in the securities law context, particularly for those youngsters who may not remember much of it. Back in ’97 and ’98, I was heavily involved with the SEC’s Y2K efforts – both internally within the agency as well as pressuring companies to provide better disclosure.
In a nutshell, Senators Dodd and Bennett (as well as many others) pressured the SEC into being very proactive in pressuring companies to step up their Y2K efforts. As time was running short, their idea was to use disclosure requirements to gauge where companies stood with respect to being prepared. As a result, Corp Fin issued a controversial interpretive release in mid-1998, using Item 303 of Regulation S-K – ie. MD&A – as a tool to elicit disclosure about Y2K preparedness (note that yours truly is one of the contacts on the release).
This release was controversial because it used the “known uncertainties” component of Item 303 to make this strong statement: “We expect that for the vast majority of companies, Year 2000 issues are likely to be material.” The SEC expected companies to disclose their state of readiness, preparedness costs, risk and contingency plans – even if some of those companies didn’t believe any of this was material to them.
Many commentators thought this was a stretch for MD&A, and it probably was. But you have to understand that many companies were in the dark about the extent of their own Y2K issues. During 1998, I averaged 2-3 speaking gigs per month on the topic and it helped me learn how to handle a hostile audience. There were two types of hostile audiences: senior managers who didn’t want to make this type of disclosure and IT folks who thought the SEC didn’t go far enough (although many thanked the SEC for forcing their senior managers to finally pay attention to this important issue and give them the resources to combat it).
I still firmly believe that if the SEC had not taken this extraordinary step to force companies to more closely consider their Y2K risks, it would have been pure bedlam at the turn of the century. Of course, since not much transpired at when the clock struck midnight, the success of all those Y2K efforts is overshadowed by all the “hype” that now makes Y2K a laughing matter. But trust me, it was real – just like it is right now for 30 million Germans whose debit cards stopped working because they can’t handle the digits “2010”…
And yes, I still owe Joe Babits a lunch because the world did not end ten years ago…
Speaking of Comment Letter Fatigue…
As we all have been engaged in writing oodles of comment letters this decade, it’s natural that some would experience comment letter fatigue (a topic I touched upon recently in the e-proxy context). Apparently, this commentator has more fatigue than most…
– What are the Fed Reserve’s new guidelines?
– What is your own experience in implementing guidance from the Fed?
– What do you recommend that financial institutions do in response to the Fed’s guidelines?
We recently posted the latest annual update of Alan Kailer’s chapter regarding preparation of the executive compensation tables on CompensationStandards.com.
Below are the results from a recent survey we conducted on the topic of your company’s plans for this year’s D&O questionnaire in the area of related-party transactions:
1. Regarding the level of related-party information that we request from directors and officers:
– We ask each D&O to inform us of any related-party transaction – 55.7%
– We ask each D&O to inform us of only those related-party transactions over $120,000 – 40.2%
– We ask each D&O to inform us of only those related-party transactions over $50,000 – 1.0%
– We ask each D&O to inform us of only those related-party transactions over $25,000 – 0.0%
– Other – 3.1%
2. Regarding the level of related-party information that we request from directors and officers:
– We ask each D&O to submit an annual list of their entire immediate family – 9.3%
– We ask each D&O to submit an annual list of their entire immediate family, including place of employment and any entities in which they own more than a specified amount – 21.7%
– We define “immediate family members” and provide a list of the company’s subsidiaries and then ask each D&O to list any immediate family members doing business with these entities – 53.6%
– Other – 15.5%
3. Regarding how “complete” we require the list of immediate family members:
– We require each D&O to provide a complete list of each individual that falls under the definition of “immediate family members,” regardless if there has ever been any contact with them (e.g., in-law living in another country) – 29.2%
– We request that each D&O provide a list of immediate family members they are in contact with and require an affidavit that there is no contact with other known “immediate family members” (egs. estranged child or hostile father-in-law) – 2.1%
– We do not require each D&O to provide a list of immediate family members; instead, we rely on the directors to self-report related-party transactions – 65.6%
– Other – 3.1%
4. Regarding the method(s) of due diligence review that we perform for related-party transactions:
– We rely solely on each D&O to alert us to any potential transactions – 32.0%
– We conduct a periodic review of SEC filings, Web search engines, and relevant web sites to update the lists of immediate family members provided by our D&Os – 0.0%
– We conduct a periodic review of our accounts payable and receivable for transactions with individuals on the list of immediate family members provided by our D&Os – 25.8%
– We distribute the lists of immediate family members to our business unit heads and require them to monitor for related party transactions – 2.1%
– All – or some combination – of the above – 27.8%
– Other – 12.4%
Here is a Bloomberg article that profiles SEC Chair Schapiro’s first year in office.
Mailed: November-December Issue of The Corporate Counsel
The November-December issue of The Corporate Counsel includes pieces on:
– 2010 Proxy Season Items
– New SLAB Narrows 14a–8(i)(7) Ordinary Business “Risk” Exclusion
– Staff Says It Won’t Necessarily Settle for Futures–Only Comments on Executive Compensation Disclosures–What That Will Mean For Issuers
– Other SLAB 14E Items
– A Few Thoughts on Proxy Access
– Can No Disclosure Be Good Disclosure?
– CFOCA Update
– More on Obtaining CFOCA Waiver Letters for Separate Financials of Acquired Businesses, Subsidiaries and Guarantors
– ABA Committee’s Statement of Effect of the FASB Codification on Audit Response Letters
– The Staff’s New Section 13(d)/(g) CDIs
Act Now: Get this issue on a complimentary basis when you try a 2010 no-risk trial today.
Tune in tomorrow for our CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Compensation Disclosures – What You Need to Do Now!” – featuring Mark Borges, Alan Dye, Dave Lynn and Ron Mueller as they cover the new SEC rules that relate to executive compensation disclosures. Here is an outline of what will be discussed that you can print out in advance and take notes on.
Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don’t renew today, you will be unable to access this webcast. Renew now for ’10! [Here is our “Renewal Center” to better enable you to renew all your expired memberships and subscriptions.]
Don’t forget today’s TheCorporateCounsel.net webcast – “How to Implement the SEC’s New Rules for This Proxy Season” – during which Marty Dunn, Amy Goodman, Ning Chiu, Howard Dicker and Dave Lynn will provide practical guidance on how to handle the new SEC rules that don’t deal with compensation issues.
Sample Model D&O Questions for the New SEC Rules
In response to the SEC’s new proxy disclosure requirements, Dave Lynn and Mark Borges have just finished sample model questions for your D&O questionnaire (and much more analysis) as part of the Winter 2010 issue of “Proxy Disclosure Updates.” Here is a blurred copy of that 20-page issue to give you a sense of it.
You will receive a full copy of this issue, which is posted on CompensationDisclosure.com, immediately upon taking advantage of a no-risk trial to Lynn, Borges & Romanek’s “Executive Compensation Service” for 2010 (which includes the just-mailed 2010 version of Lynn, Borges & Romanek’s “Executive Compensation Disclosure Treatise and Reporting Guide”).
FINRA Adopts New Private Offering Rule on Use of Proceeds
And here is one from Allen Matkins: “Private offerings of securities by a FINRA member firm or a control entity must comply with new disclosure and filing requirements and limitations on the use of proceeds. FINRA adopted new Rule 5122 to require FINRA member firms, and associated persons that engage in certain private placements of its own securities or the securities of a control entity, to comply with certain disclosure and filing requirements and limitations on the use of proceeds. The private placements subject to the new rule are known as Member Private Offerings or MPOs. FINRA adopted Rule 5122 to address concerns with regard to conflicts of interest in MPOs. Traditionally, MPOs have been excluded from the scope of existing FINRA rules that generally applied to public offerings.”
Tune in tomorrow for our webcast – “How to Implement the SEC’s New Rules for This Proxy Season” – during which Marty Dunn, Amy Goodman, Ning Chiu, Howard Dicker and Dave Lynn will provide practical guidance on how to handle the new SEC rules that don’t deal with compensation issues.
Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don’t renew today, you will be unable to access this webcast. Renew now for ’10! [Here is our “Renewal Center” to better enable you to renew all your expired memberships and subscriptions.]
Recently, Cisco shareholders narrowly supported a say-on-pay proposal by a majority. In this CompensationStandards.com podcast, Julie Tanner of Christian Brothers Investment Services discusses the recent Cisco vote on say-on-pay and other CBIS activities, including:
– What were the results of your say-on-pay proposal on Cisco’s ballot? How did that compare to last year?
– How does Christian Brothers select which companies to which it will submit shareholder proposals?
– What types of proposals has Christian Brothers submitted for the 2010 proxy season?
– Does Christian Brothers engage with companies before – or after – it submits shareholder proposals?
In this CompensationStandards.com podcast, Greg Taxin discusses Soundboard Review Services activities, including:
– Why was Soundboard founded?
– What opportunities for boards does Soundboard provide? How does it differ from what advisors do today?
– What is the diligence process that Soundboard undertakes to understand a company’s executive compensation processes?
– What is the “opinion letter” that Soundboard provides at the end of its evaluation?
Heads Up: Change in Edgar Search Functionality
A while back, I blogged that the SEC had decided to name its “IDEA” tool so that it would become “Next-Generation EDGAR.” The SEC has now posted a notice – which appears on their “Company Search” page – indicating that as of August 19th, Edgar filings will be accessed only by an Edgar script as the Idea script will no longer be operational. This change will be transparent to most users, but bookmarked links to previous filing searches or RSS feeds may be broken and will need to be recreated. As Jim Brashear of Haynes & Boone remarked to me: “What’s comes after the “Next-Generation EDGAR System”? “Next-Next Generation”?
As an aside, now that XBRL has been mandated for some larger companies, sites that display SEC filings in a more user-friendly way than the SEC are springing up. For example, check out XBRLCloud.com, which includes a list of the number of errors in each XBRL filing. And this “SEC Data Guy” Blog is helping to further explain what “errors” really are in XBRL filings. I must say, this stuff is confusing…
Our January Eminders is Posted!
We have posted the January issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!