August 17, 2017

Links to Exhibits: How to Link to A Very Old Exhibit

We’ve blogged several times since the SEC adopted a rule requiring companies to link to exhibits in their filings. My latest blog predicted that we would see guidance from Corp Fin ahead of the September 1st effective date of that rule. At this point, that is starting to look unlikely.

That last blog noted that there are a number 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? In this blog, Bass Berry’s Jay Knight notes that he has received an informal answer to this question from the Corp Fin Staff.

Here’s the relevant excerpt from that blog:

Based on recent informal Staff discussions relating to this question, we were instructed that the filer should hyperlink to the ASCII filing containing the exhibit and clearly identify the hyperlinked exhibit that is being incorporated by reference from the ASCII filing.

By way of example, the hyperlink description could look something like this: “Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Form S-1 Registration Statement filed with the SEC on XX XX, XXX) (File No. XXX-XXXXXX).”

Alternatively, the registrant could voluntarily choose to re-file the old exhibit with the present filing.

Revenue Recognition & Lease Accounting: Microsoft’s Messaging

Recently, John blogged about how Microsoft is one of the early adopters of the FASB’s new revenue recognition standard. Microsoft is also early adopting FASB’s new lease accounting standard.

Just a few weeks ago, Microsoft held a call for with investors to explain the impact of the transition to the new standards – see the presentation slides, transcript and audio archive.

Federal Reserve: “Board Duties” Proposal

Recently, the Federal Reserve Board proposed new principles for boards. The proposal comes on the heels of the Treasury’s related report – which itself is based on the Administration’s “Executive Order on Core Principles for Regulating the U.S. Financial System.” For more, see the memos posted in our “Financial Institutions” Practice Area

Broc Romanek