April 4, 2014

How to File Video on the SEC’s EDGAR

Use of video is growing like mad – and I believe the use of video in SEC filings will explode over the next decade as a disclosure tool. I’ve been surprised how many practitioners don’t realize that the SEC dealt with the issue of how to file video – and other forms of multimedia – on EDGAR nearly 20 years ago. Since EDGAR can’t directly accommodate multimedia, it’s a workaround solution – but the guidance does exist. In this 90-second video, I explain how multimedia can be filed on the SEC’s EDGAR as part of a SEC filing.

How Do You Make a SEC Filing That Has QR Codes?

A while back, I posted this podcast on how QR codes can be leveraged for shareholder communications. As noted during the podcast, QR codes have been used already in glossy annual reports and proxy statements – typically on the back cover (see an example in this video). A member asked how one goes about filing something with the SEC if it has a QR code? Here’s my ten cents:

When used, QR codes should be included in the glossy part of the annual report – not the part incorporated into the Form 10-K, so the QR code is “furnished,” not “filed” – to avoid the problems associated with Rules 106 (ie. Edgar submissions shouldn’t contain executable code unless only in PDFs) and 304 of Regulation S-T (ie. need to provide fair and accurate narrative description of any graphic or image when filed).

Preliminary Proxy Statements: Corp Fins Gives More Foreign Issuer Relief!

For the second time, Corp Fin has issued interpretative guidance under Rule 14a-6 based on foreign law. In this letter, Corp Fin states that Aon – and any other issuers organized in England and Wales – may file a definitive proxy statement without filing a preliminary proxy statement for certain matters subject to an annual stockholder vote under the laws of England and Wales. The first of these letters went out a few months ago relating to the laws of Curacao…

– Broc Romanek