TheCorporateCounsel.net

Yesterday, the SEC announced that it had adopted rules designed to modernize the filing fee process. Those fees are required for registered offerings, tender offers, and M&A filings.  Here’s the surprisingly lengthy 432-page adopting release, and here’s the SEC’s one-page fact sheet. (Guess which one I read.)  This excerpt from the SEC’s press release summarizes the changes:

The amendments revise most fee-bearing forms, schedules, and related rules to require companies and funds to include all required information for filing fee calculation in a structured format. The amendments also add new options for Automated Clearing House (ACH) and debit and credit card payment of filing fees and eliminate infrequently used options for filing fee payment via paper checks and money orders. The amendments are intended to improve filing fee preparation and payment processing by facilitating both enhanced validation through filing fee structuring and lower-cost, easily routable payments through the ACH payment option.

That “structured format” for the filing fee calculation that the press release refers to will take the form of a separate IXBRL exhibit to be included with the filings.  As SEC Chair Gary Gensler noted in his supporting statement, the transition to a structured data format will enable the SEC to automatically detect errors and calculate fee amounts.

It’s worth noting that this rule was adopted by a unanimous, 5-0 vote – which is something we haven’t seen in a long time. Anyway, the new rules become effective on January 31, 2022, and companies will no longer be permitted to pay filing fees via checks and money orders effective on May 31, 2022.

– John Jenkins