February 4, 2005

Trouble Ahead: Only One Room with a View!

As the SEC nears the time to move into its new HQ, Bloomberg reports that “Securities and Exchange Commission Chairman William Donaldson has a decision to make that will determine the outlook at the SEC for years to come: Who among the four commissioners gets the room with a view when the agency moves to new headquarters in March.

Donaldson, 73, the U.S.’s top securities regulator, says the question of who gets what office is roiling the agency. The SEC is hardly a stranger to contentious issues: past votes have covered rewriting corporate-governance rules and overseeing the $973 billion hedge-fund industry.

“For anybody that has ever made office moves, they become hot subjects,” he said in an interview in Davos, Switzerland. “We will not be an exception.”

Commissioners Roel Campos and Cynthia Glassman have made it clear they want the only office besides Donaldson’s that overlooks the Capitol, according to people familiar with the matter. Commissioner Paul Atkins has said it’s unfair for any one official to get a better office, the people familiar said. Commissioner Harvey Goldschmid, who is recovering from surgery, has mostly stayed out of the squabble.

Of the four commissioners, the three who lose will get offices looking over train tracks at Washington’s Union Station in the new headquarters.”

I say split the baby and let them share an office, like most new Staffers do – that’s how you make the best of friends while working at the Commish anyways. Just kidding…

Impact of Internal Controls on M&A

On, we have posted the transcript from our webcast, “Impact of Internal Controls on M&A.”

XBRL Off and Running at the SEC

Yesterday, the SEC established its voluntary program for eXtensible Business Reporting Language (“XBRL”) filings. Registrants may voluntarily furnish XBRL data in an exhibit to specified EDGAR filings, beginning with the 2004 calendar year-end reporting season. The effective date is March 16, 2005, which is the final day for calendar year-end accelerated filers to file their 2004 10-Ks.

For the calendar year accelerated filers planning to make XBRL filings – not sure there will be many volunteers – note that the new rules do not become effective until March 16, the final day for filing the 10-K. If a company files before March 16, the new rules – including the limited protection from liability – would not yet be in effect.

Mike Holliday notes that those companies ready to experiment with XBRL should consider not making the XBRL filings until on – or after – March 16. Even if the 10-K is filed before March 16, the XBRL documents can be provided later in an amendment to the 10-K or in an 8-K.