Some folks just lost their 3-day weekend. I have never blogged twice in a day – but figured I won’t be blogging until Tuesday and this SEC Statement (repeated below) – and this reconsideration letter from Corp Fin to Whole Foods – were just released:
Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals
Chair Mary Jo White
The Commission’s proxy rules enable shareholders to submit proposals for inclusion in a company’s proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions. One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that “directly conflicts” with a management proposal. Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.
Announcement of the Division of Corporation Finance Related to Exchange Act Rule 14a-8(i)(9) for Current Proxy Season
In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and report to the Commission on its review, the Division of Corporation Finance will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.
I’ve heard great feedback from those that have checked out the archived video of the “Usable Proxy Workshop” that I recently posted. One of the panels was entitled “Video as a Disclosure Tool” – and I think we will see an increasing use of video this proxy season. As it stands, about 25% of the Fortune 100 use video in their annual reports (here’s a 2013 list).
I love the way that Cognex puts the forward-looking information to the right of the box housing the video, rather than starting the video with the disclaimer – as that is a huge turn-off for viewers…
Video Annual Reports: Tout Your Story
If you watch the archive of the “Video as a Disclosure Tool” panel (or you read my checklist on the topic), you will learn the importance of using a “story” when making your videos. But if you bother to improve your disclosures, don’t forget to market them. Use your company’s Facebook page and Twitter feed to mention them at least several times over a 2-3 week period. And consider even sending a press release like this one from Marriott…
When I blogged earlier this week about the 16 companies who have filed no-action requests related to shareholder proposals seeking proxy access, I forgot to mention the growing phenomena of some companies taking the “group” concept out of management’s proxy access proposal. It started with Whole Foods, who was the first to limit the “group” of shareholders who can submit a director nominee to one. In other words, under this framework, there is no group that can band together to meet the ownership threshold in a company’s access framework – a single shareholder has to pass muster.
Not all of the 16 companies battling proxy access shareholder proposals limit groups to a single shareholder – some limit the group to 10 (and some have no maximum). But some do follow Whole Foods lead and kill the group concept entirely with a “1 shareholder” limit (see the chart near the bottom of this CII alert). This is another way how some of these management proposals differ from the shareholder proposals submitted by the NY Comptroller and others. This new wrinkle is sure to draw the ire of some shareholders – it will be interesting to see if there is any fallout. Here’s a blog by Davis Polk’s Ning Chiu about Vanguard’s latest policy on proxy access proposals…
2nd Circuit Splits With 9th: MD&A Omissions Can Be Actionable in Section 10(b) Claims
Here’s an excerpt from this blog about an MD&A case by Kevin LaCroix:
On January 12, 2015, the Second Circuit ruled – in Stratte-McClure v. Morgan Stanley – “as a matter of first impression” for the appellate court, that a failure to make a disclosure required by Item 303 of Reg. S-K is an omission that can serve as a basis for a Section 10(b) securities fraud claim, but only if the other requirements to state a Section 10(b) claim – such as materiality and scienter – have been met. In ruling that a failure to make an Item 303 disclosure can state an actionable Section 10(b) claim, the Second Circuit reached a different conclusion on the issue than did the Ninth Circuit in an October 2014 decision on the same question.
– Retention Awards at Acquired Companies
– Delaware Chart: Determining the Likely Standard of Review for Board Decisions
– Respecting Boilerplate: Liability, Party & Enforcement Provisions
– More on “Anatomy of a Proxy Contest: Process, Tactics & Strategies”
If you’re not yet a subscriber, try a 2015 no-risk trial to get a non-blurred version of this issue on a complimentary basis.
I often get asked about examples of trendy disclosures (particularly since I started making videos highlighting usable proxies). Here are some of the better disclosures I have seen this year about shareholder engagement – they stood out for various reasons (detail provided around process, detail provided around feedback & changes made, discussed in letter to shareholders from the board, design/format, etc.). Some companies were doing general outreach and some were acting in response to low say-on-pay votes:
Learn more about shareholder engagement by tuning in today for the webcast – “Governance Roadshows: In-House & Investor Perspectives” – during which Vanguard’s Sarah Goller, BlackRock’s Michelle Edkins, Morrow & Co’s Bill Ultan and Global Governance Consulting’s Susan Wolf will discuss the latest engagement practices – including provide practice pointers about what works – and what doesn’t. And check out this excellent E&Y memo from May that discusses high level trends around engagement disclosures. Over 50% of the S&P 500 had some sort of engagement disclosure this year…
Survey: Gap between Investor & Corporate Director Views
This PwC report compares findings of two surveys conducted in the summer – one of which was an investor survey and the other was a director survey. This new report cites notable differences in opinion, such as:
– Investors are much more skeptical than directors about impediments to replacing underperforming directors.
– Investors are more skeptical about overcoming board diversity challenges. 85% of investors believe there are impediments to increasing gender diversity compared to just 14% of directors.
– Board composition and performance are receiving increased scrutiny. Both investors and directors sense this trend and express even more concern about lower levels of voting support for director nominees than last year.
– 99% of directors say they understand their company’s risk appetite at least moderately well, compared to only 61% of investors who believe they do.
Webcast: “The Latest Developments: Your Upcoming Proxy Disclosures”
Tune in tomorrow for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay-including the latest SEC positions-and the other compensation components of Dodd-Frank, as well as how to handle the most difficult ongoing issues that many of us face.
Recently, I blogged about how SEC Commissioner Dan Gallagher and former SEC Commissioner Joe Grundfest wrote a paper attacking Harvard’s “Shareholder Rights Project” (also see this Davis Polk blog). As a rebuttal, Professor Macey wrote this blog that analyzes errors in the paper. Then Grundfest responded – and Macey responded to that. And then another blog from Grundfest (endorsed by Gallagher) – and a last response from Macey. All interesting stuff.
Even more interesting is this DealBook piece which really gets into the nitty gritty of the personalities involved and whether a sitting Commissioner should be writing about potential securities law violations in a law review piece.
But I want to get to more of a procedural issue – prejudgement by an administrative agency. Does Commissioner Gallagher’s comments in his co-authored paper now preclude him from participating in deliberations on related issues? In other words, must he be recused? For starters, at the end of his blog about this issue, Keith Bishop wonders:
Daniel Gallagher is a sitting Commissioner and his co-authorship of this paper could lead arguments that he must disqualify himself should the issue actually come before the Securities and Exchange Commission. It is unlikely that it would because SEC enforcement would take form of a civil enforcement action before an Article III judge. The most famous case dealing with claims of prejudgment in administrative proceedings is Cinderella Career & Finishing Schools, Inc. v. FTC, 425 F.2d 583, 591 (D.C. Cir. 1970) which enunciated the following test:
“The test for disqualification has been succinctly stated as being whether “a disinterested observer may conclude that [the agency] has in some measure adjudged the facts as well as the law of a particular case in advance of hearing it.” Gilligan, Will & Co. v. SEC, 267 F.2d 461, 469 (2d Cir.), cert. denied, 361 U.S. 896, 4 L. Ed. 2d 152, 80 S. Ct. 200 (1959).”
Then Professor Tamar Frankel wrote this blog entitled “Did Commissioner Gallagher Violate SEC Rules?,” which includes this excerpt:
I am unaware of any case in which a sitting SEC Commissioner released a paper accusing particular individuals or organizations of legal violations, and urging enforcement action and/or private suits against them, or used such public accusations as an instrument for urging other Commissioners or the SEC staff to change their policy. In a recent comment to the New York Times, Harvey Pitt brought up as a possible precedent a 1974 speech by then-Commissioner A.A. Sommer who expressed concerns about “going-private” transactions. However, Sommer’s speech (available on the SEC website here) did not mention (let alone accuse) any particular individuals or organizations (the only mention of any names in the Speech is in footnote citations to past court cases). There is a big difference between discussing general policy problems, which SEC Commissioners should be doing, and attacking or urging actions against particular individuals and organizations, which SEC Commissioners should not be doing.
I want to emphasize that this isn’t my area of expertise. But as I understand it, the standard for recusals is a bit vague. It’s closely intertwined with the factual question of whether a comment or remark constitutes prejudgement or bias. And it’s also fundamentally different for matters of general regulatory policy (e.g. rules) and “specific matters” (e.g. enforcement action).
Jack Katz, longtime former Secretary of the Commission, notes:
It seems to me that the recusal question is a very tricky one that in large measure could depend on how the issue is submitted to the Commission. The central issue may concern the application of the “prejudgement” doctrine. Prejudgement arises on specific matters/adjudications where the Commission must act on the basis of the record in the proceeding (“on the record” proceedings). Typically, this is an enforcement administrative proceeding, although it can also be hearings on registrations/licensings, revocations or exemptive actions. It is not limited to formal hearings before an ALJ. If a Commissioner has reached a decision on a “specific” matter before the record has been submitted, then he or she is said to have pre-judged the case and may not participate.
This doctrine is fundamentally different if the matter is not a “specific” question or issue, but rather a matter of general applicability, such as a rule-making. In these areas, it is accepted that Commissioners may have pre-existing opinions or views on the correct interpretation of the law that may influence how they vote. So ultimately, the issue may turn on how this is presented to the Commission.
For some SEC-related precedent, consider the 1988 Eighth Circuit case – Antoniu v. SEC – concerning SEC Commissioner Charles Cox. This was a prominent insider trading case at the time and Commissioner Cox gave a speech discussing the need for different levels of sanctions for inadvertent violators and indifferent violators. Cox referred to this insider trader, who had been enjoined, as an indifferent violator. Unfortunately, Cox had forgotten that there was a pending “follow-on” administrative proceeding to bar the guy that was on appeal to the Commission. Shortly after the speech, the SEC became aware of the problem and Cox had to recuse himself. The court was concerned that the SEC never formally recorded a date when he was recused – and so the SEC couldn’t demonstrate that he had never participated in the pending appeal. This law review article by Prof. Douglas Michael – who was Cox’s counsel at the time and who wrote that speech for Cox – does a nice job of explaining this case…
Meanwhile, in this blog, Keith Bishop delves into the issue of whether the Shareholder Rights Project was providing “legal advice” to its institutional investor clients (also see this follow-up blog by Keith about how the SRP website was changed in the wake of his initial blog)…
Tune in tomorrow for the webcast – “Governance Roadshows: In-House & Investor Perspectives” – during which Vanguard’s Sarah Goller, BlackRock’s Michelle Edkins, Morrow & Co’s Bill Ultan and Global Governance Consulting’s Susan Wolf will explain governance roadshows – including provide practice pointers about what works – and what doesn’t.
Corp Fin Updates Financial Reporting Manual (Been a While)
Yesterday, Corp Fin indicated that it recently updated its Financial Reporting Manual to conform it to the issuance of Accounting Standards Update No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, a consensus of the FASB Emerging Issues Task Force and rescission of SAB Topic 5.J. Think it’s been nearly a year since the last change…
More action since I blogged about the spate of companies seeking no-action relief on counterproposal grounds (Rule 14a-8(i)(9)) last Monday. I’ll start with this blog by Michael Levin of “The Activist Investor” about his views on access – and here’s Michael’s letter to NY Times’ Gretchen Morgenson about her column.
Then we have CII sending letters to Whole Foods and the other companies who plan to include their own proposals on the ballot, arguing that they set unreasonably high barriers to shareowner nominations and urging that the “3%/3 years” formula should be the standard. In addition, CII has written this letter to the SEC seeking a different approach from the Staff in processing this type of no-action request.
Here’s a list of the 16 companies that have sought no-action relief on proxy access so far (including links to their no-action requests; also see Ning Chiu’s chart):
Dodd-Frank: Technical Corrections Bill Fails to Pass (For Now)
In all my reporting on Congressional activity last week, I forgot to mention that Congress failed to pass the Dodd-Frank corrections bill last week (HR 37). It was due to an oddity of the need for a two-thirds vote needed for passage – normally it just requires a majority vote, but the GOP used a voting procedure for non-controversial measures that uses the higher two-thirds standard and Democrats didn’t vote for the law, as noted in this Bloomberg article. HR 37 would have delayed the Volcker Rule and would have exempted emerging growth companies and small business with revenues under $250 million from XBRL requirements – as well as require the SEC to simplify Regulation S-K. My guess is that a new bill will accomplish these things and pass soon enough…
The SEC has issued a notice to hold an open Commission meeting to propose rules for securities-based swaps on Wednesday (and as noted in this blog, Congress has passed legislation which provides that swap end-users do not have to provide initial and variation margin for uncleared swaps as previously required by Dodd-Frank). But nothing about pay ratio rules being adopted…
Rock Party Weekend: Section 16 Workshop
As you can tell from this 6-second video, our inaugural “Section 16 Workshop” included some play amongst real work. Our 2nd workshop – in San Francisco on June 8th – is nearly sold out. Act fast if you want to attend…
Go figure. In November, a study came out that found that paying subscribers appear to gain access to SEC filings ahead of the rest of us. A week after I blogged about the study, I blogged again about how the WSJ was reporting that the SEC seemed to be well on its way to fixing the problem and evening the playing field. Maybe that report came too soon as this new WSJ article notes how the SEC is planning to fix the problem in the 1st quarter in 2015.
SEC Distances Itself From Janus & Adopts Expansive View of Rule 10b-5
Here’s a blog by Stinson Leonard Street’s Steve Quinlivan:
The SEC recently rendered an opinion in an enforcement action against two persons, John P. Flannery and James D. Hopkins, associated with an investment adviser. In so doing, it sought to limit the Supreme Court’s holding in Janus and offered an expansive view of Rule 10b-5(a) and (c). Commissioners Gallagher and Piwowar dissented from the Commission action.
In Janus, the Supreme Court interpreted Rule 10b-5(b)’s prohibition against “mak[ing] any untrue statement of a material fact.” After concluding that liability could extend only to those with “ultimate authority” over an alleged false statement, the Court held that an investment adviser who drafted misstatements that were later included in a separate mutual fund’s prospectus could not be held liable under Rule 10b-5(b).
According to the SEC, Rule 10b-5(a) and (c) are different. Those provisions do not address only fraudulent misstatements. Rule 10b-5(a) prohibits the use of “any device, scheme, or artifice to defraud,” while Rule 10b-5(c) prohibits “engag[ing] in any act, practice, or course of business which operates or would operate as a fraud or deceit.” The SEC noted the very terms of the provisions “provide a broad linguistic frame within which a large number of practices may fit.” Accordingly, the SEC concluded that primary liability under Rule 10b-5(a) and (c) extends to one who (with scienter, and in connection with the purchase or sale of securities) employs any manipulative or deceptive device or engages in any manipulative or deceptive act. Per the SEC, as various courts have recognized, that standard certainly would encompass the falsification of financial records to misstate a company’s performance, as well as the orchestration of sham transactions designed to give the false appearance of business operations.
It is the SEC’s view that Rule 10b-5(a) and (c) extend even further than many courts have suggested. In particular, the SEC concluded that primary liability under Rule 10b-5(a) and (c) also encompasses the “making” of a fraudulent misstatement to investors, as well as the drafting or devising of such a misstatement. Such conduct, in the SEC’s view, plainly constitutes employment of a deceptive “device” or “act.”
The SEC does not believe Janus requires a different result. In Janus, the Court construed only the term “make” in Rule 10b-5(b), which does not appear in subsections (a) and (c); the decision did not even mention, let alone construe, the broader text of those provisions. And the Court never suggested that because the “maker” of a false statement is primarily liable under subsection (b), he cannot also be liable under subsections (a) and (c).
The SEC did not suggest that the outcome in Janus itself might have been different if only the plaintiffs’ claims had arisen under Rule 10b-5(a) or (c). As Janus recognizes, those plaintiffs may not have been able to show reliance on the drafters’ conduct, regardless of the subsection of Rule 10b-5 alleged to have been violated. Thus, the SEC interpretation would not expand the “narrow scope” the Supreme Court “give[s to] the implied private right of action.” The SEC also noted that in contrast to private parties, the Commission need not show reliance as an element of its claims. Thus, even if Janus precludes private actions against those who commit “undisclosed” deceptive acts, it does not preclude Commission enforcement actions under Rule 10b-5(a) and (c) against those same individuals.
Insider Trading: SEC Condemns Lawyer’s Breach Of Client Confidences While Offering Whistleblower Bounties for Breaches
Here’s an excerpt from this blog by Keith Bishop about this recent SEC enforcement action charging a California-based attorney and his wife with insider trading on confidential information obtained from a corporate client:
I certainly don’t take any issue with the SEC’s assertion that a California attorney owes a duty “To maintain inviolate the confidence, and at every peril to himself or herself to preserve the secrets, of his or her client.” Cal. Bus. & Prof. Code § 6068(e)(1). However, I do find it richly ironic that the SEC would make this claim in light of its explicit invitation to attorneys to violate client confidences in Rule 205.3(d)(2) and the possibility that an attorney who does so may be financially rewarded under the SEC’s whistleblower program.
Here’s an excerpt from this blog by Lane & Powell’s Doug Greene:
This year will be remembered as the year of the Super Bowl of securities litigation, Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), 134 S. Ct. 2398 (2014), the case that finally gave the Supreme Court the opportunity to overrule the fraud-on-the-market presumption of reliance, established in 1988 in Basic v. Levinson.
Yet, for all the pomp and circumstance surrounding the case, Halliburton II may well have the lowest impact-to-fanfare ratio of any Supreme Court securities decision, ever. Indeed, it does not even make my list of the Top 5 most influential developments in 2014 – developments that foretell the types of securities and corporate-governance claims plaintiffs will bring in the future, how defendants will defend them, and the exposure they present.
Topping my Top 5 list is a forthcoming Supreme Court decision in a different, less-heralded case – Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. Despite the lack of fanfare, Omnicare likely will have the greatest practical impact of any Supreme Court securities decision since the Court’s 2007 decision in Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308 (2007). After discussing my Top 5, I explain why Halliburton II does not make the list.
In this CompensationStandards.com podcast, Rich Fields of Tapestry Networks provides some insight into the role of directors in CD&As, including:
– What do directors see as the purpose of the CD&A?
– How involved are they in creating and finalizing the CD&A?
– Are there any particularly challenging CD&A drafting decisions directors are thinking about?
– Any practical tips for CD&A drafting season?
Others May Seek Swap Reporting Delay Like Southwest
Here’s news from this blog by Steve Quinlivan: Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid reporting caused markets to move against it, interfering with its ability to hedge. According to the Reuters article, Southwest had long sought an exception, and it was the arrival of now CFTC Chair Tim Massad that apparently shook things loose. The article explains that the relief ultimately granted Southwest was narrower than what was originally sought.
So the question now becomes whether others will seek similar relief. It looks like anyone asking for relief would have a high hurdle to surmount. In the Southwest no-action letter the CFTC noted:
The Division understands that Brent and WTI crude oil swap and swaption market with trading tenors 2 years or longer has few transactions and/or few market participants.
Accordingly, a shorter reporting timeline may increase the risk that the parties’ identities and their business transactions will be released, which may hinder the liquidity providers’ ability to lay off risk. The liquidity providers, in turn, are likely to build that risk into their transactions by imposing additional costs on their counterparties. The Division understands that these contracts are traded by or with Southwest.
The Division further understands that if two commercial end-users trade these contracts with each other, one or both sides to the transaction might be left with residual trades to execute in order to match their desired risk profile with their position. Once information on the original trade is released to the public, it is likely to be difficult for the end-user to execute the remainder of its desired trades. This may increase the costs of hedging to Southwest.
Hat tip to Hunton & Williams’ Scott Kimpel for reading the latest update to the Edgar Filer Manual, which reveals that the SEC has fixed that bug that caused problems for some issuers that filed Exhibit 1.01 to Form SD. Form 1.01 will be allowed going forward; Exhibit 1.02 will not. Here’s the summary from the SEC:
A new exhibit type EX-1.01 will be available on EDGARLink Online for submission form types SD and SD/A. Filers that are filing a Conflict Minerals Report should specify Item 1.02 on a Form SD or SD/A submission and attach the Conflict Minerals Report as EX-1.01 in official ASCII or HTML format. Exhibit type EX-1.02, which was previously allowed on an SD and SD/A submission, will no longer be available on EDGARLink Online or accepted by EDGAR.
Meanwhile, as noted in this Dodd-Frank blog, during the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case…
Poll: How Many Pages in the Longest 10-K Filed During 2014?
Take a guess as to how many pages were in the longest Form 10-K filed during 2014 – the page count includes exhibits. I will blog next week with the answer:
Transfer Agents: More Regulation Coming?
Here’s a topic that you don’t often see tackled by a SEC Commissioner – the regulation of transfer agents. Recently, SEC Commissioner Aguilar delivered this statement (interestingly, not a speech) calling for updating the oversight of transfer agents. It’s in an easy-to-read Q&A format.
Does Politico suddenly have the inside track at the SEC? That would be a shocker. This excerpt from this article surprised me yesterday:
…the SEC’s commissioners are expected to vote on Dodd-Frank rules as soon as mid-January, sources said, with the most likely candidates being regulations concerning derivatives markets and the law’s controversial “pay ratio” requirement for executive compensation.
The article also handicaps the odds of crowdfunding and other Dodd-Frank rules. Personally, I would fall off my chair if the SEC adopted pay ratio rules next week – but we’ll find out soon enough whether Politico’s “sources” are real. Note that this article from the Washington Examiner notes that a source at the SEC said that finalizing the pay ratio rule was a “top priority” and that “while there is no timetable to finish the rule…it could be done soon.”
As an aside, here’s an article critical of some members of Congress that have asked the SEC to change its budget priorities…
Securities Regulation Legislation in the Coming 114th Congress
If the current 113th Congress is any measure, we can expect the coming 114th Congress to introduce and promote bills seeking, among other matters, to facilitate capital formation, to correct oversights in the original JOBS Act, to make crowdfunded equity offerings a reality and to ease reporting complexity for smaller issuers. Here is a link to our chart discussing the bills currently pending. Most of these bills did not progress very far. For example, of the nineteen JOBS Act related bills we tracked, only two — H.R. 4200, “Small Business Investment Company (SBIC) Advisers Relief Act of 2014,” and H.R. 4569, “Disclosure Modernization and Simplification Act of 2013” — were successfully passed in the House. However, regardless of whether they were passed in one chamber, all bills will need to be re-introduced in 2015 There is a reasonable expectation that the new Congress, which will be majority Republican in both Houses, will be able to pass some of these bills and present them to the President for signing. We look forward to an interesting 2015 in securities regulation.
Also see this Reuters article on the potential rollback of Dodd-Frank rules in 2015. And this article entitled “GOP to Warren: That Dodd-Frank Rollback Was Just the Appetizer.”
Meanwhile, this article about how the OCC issued a press release highlighting trading profits by banks is disturbing…
XBRL: The SEC’s New Pilot Program for Structured Datasets
Last week, the SEC issued this press release that announced the launch of a pilot program to facilitate investor analysis and comparisons of public company financial statement data through “structured data sets.” In reading the press release, I really had no idea what this about – but this article from Accounting Today helped me (also see this piece). Here’s an excerpt from that article:
The SEC announcement in effect means that the thousands of XBRL submissions it receives as separate files each quarter will, for the first time, be available as a single database. The SEC requires U.S. public companies to structure the data in their quarterly and annual financial reports using XBRL, which is machine-readable. The structured data files are available in the SEC’s EDGAR database as exhibits to company filings. To facilitate the use of this information, the SEC’s Division of Economic and Risk Analysis will organize it into combined data sets on the SEC’s website in formats other than XBRL. The SEC said the data posted will be as reported by filers; no changes will be made to the information. Each data set posted will include all of the relevant filings submitted for the particular quarter or year.