March 2, 2017

Adopted: “Links to Exhibits” in SEC Filings

As noted in this press release, yesterday, the SEC adopted new rule & form amendments requiring that the exhibit index in registration statements & ’34 Act reports contain links to the exhibits that are listed – & that these filings be made in HTML. Here’s the 47-page adopting release.

These were adopted substantially as proposed with one exception – this Cooley blog lays out the exception:

Several commenters on the proposing release expressed concerns about correction of inaccurate or non-functioning exhibit hyperlinks. In response, the SEC added an instruction to Rule 105 of Reg S-T providing that, for a registration statement that is not effective, the registrant must correct the hyperlink by filing a pre-effective amendment. For an effective registration statement or an Exchange Act report, the registrant must correct the hyperlink in the next periodic report that requires, or includes, an exhibit pursuant to Item 601 (or in the case of a foreign private issuer, pursuant to Form 20-F or Form F-10). The SEC also provides comfort that an inaccurate exhibit hyperlink would not, by itself, render the filing materially deficient or affect a registrant’s eligibility to use short-form registration statements.

The effective date is delayed for most companies until September 1, 2017 – and for smaller reporting companies and non-accelerated filers that use the ASCII format, until September 1, 2018.

ISS Policies: 11 New/Updated FAQs

Recently, ISS posted 11 new & updated FAQs about its US proxy voting policies. There’s now a total of 88 FAQs. Some new & interesting ones about director attendance disclosures…

Proposed: Inline XBRL

As noted in this press release, yesterday, the SEC proposed the use of Inline XBRL format for the submission of financials for public companies & mutual fund risk/return summaries. The proposal would also eliminate the requirement for filers to post XBRL data on their websites. Here’s the 121-page proposing release.

See this Cooley blog – including this explanation of what is “Inline XBRL” (also see this video explanation from the SEC):

Currently, companies are required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL, but they provide this XBRL data as an exhibit to their filings. Inline XBRL allows data tagging to be embedded directly in the text of an HTML document, eliminating the need for separate exhibits in most cases.

“Request for Comment”: Industry Guide 3

As noted in this press release, yesterday, the SEC requested comments on changes to Guide 3 – the industry guide for bank holding companies. The proposal asks whether the information solicited is useful anymore – and whether there might be other types of disclosures that may be valuable. Here’s the 86-page “request for comment”

I grew up on Guide 3. My first tour in Corp Fin found me in one of the two banking branches. Then I went to a law firm whose clients mainly consisted of community banks…

FPIs: IFRS Taxonomy

Yesterday, the SEC posted this IFRS taxonomy for foreign private issuers.

Broc Romanek – still employed (but the day is young)…