July 18, 2017

Links to Exhibits: Does Anybody Here Speak “Edgar”?

Yesterday, the SEC posted its updated “Edgar Filer Manual” – Broc blogged about it coming last week.  The updated version of the Manual includes instructions on how to comply with the new requirement to link to exhibits (see Section 5.4.2. on pages 5-50 – 5-52) – which will go into effect on September 1st for the larger companies (non-accelerated filers & smaller reporting companies that submit filings in ASCII don’t need to comply until a year later).

Let’s just say the instructions are a wee bit on the technical side. For instance, here’s the summary on “using HTML styles to indicate the location of exhibit links and the summary section”:

To indicate where in the document an exhibit hyperlink is located, in your HTML document enter the text “<a style=”-sec-extract:exhibit” ” before the web address and the text “</a>” after the exhibit name. See Section for instructions on creating hyperlinks to exhibits in HTML documents.

To indicate where in the document the Summary is located, in your HTML document enter the text “<p style=”-sec-extract:summary”>” before the Summary and enter the text “</p>” after the Summary.

This is followed by a discussion of the “detailed steps” required to accomplish whatever the task I just described is – but trust me, you do NOT want to read the detailed steps.  Send this one right to the HTML wizards.

At some point, Corp Fin will likely issue a set of FAQs – or some other form of guidance – as we hear there are a lot of open questions that folks are wondering about. For example, how does one link to an exhibit in a 30-year old registration statement that was filed as one gigantic ASCII file? The only available “link” would be to the filing as a whole.

New Accounting Standards: CAQ’s Tips on SAB 74 Disclosure

Several new accounting standards are being rolled out over the next few years – so this recent “Center for Audit Quality” alert reviewing disclosure obligations about new accounting standards under SAB 74 seems pretty timely.

The CAQ alert points out that even in situations where a new accounting standard is not expected to significantly impact the face of the financial statements, new footnote disclosures may still represent a significant change that companies need to address.

Along the same lines, it’s worth noting that this MarketWatch article cites recent comments from an SEC accounting fellow to the effect that even though a new accounting standard may not have a material effect on a company’s financial statements, that doesn’t mean that disclosures about that new standard won’t be material.

Transcript: “Flash Numbers in Offerings”

We have posted the transcript for our popular webcast: “Flash Numbers in Offerings.”

John Jenkins