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The Staff’s CDIs just keep on coming, with a new batch released yesterday. The Staff delves into some highly technical topics in this latest round of new CDIs, addressing the inclusion of securities in the filing fee exhibit and hyperlinking to Inline XBRL exhibits. Here is what the Staff said:

Securities Act Rules CDIs

Question 239.02 (also repeated as Securities Act Rules CDIs Question 240.17)

Question: A well-known seasoned issuer registers securities on an automatic shelf registration statement and elects to defer payment of filing fees pursuant to Rule 456(b). The issuer subsequently files a prospectus supplement in connection with a pay-as-you-go deferred fee payment under Rules 456(b) and 457(r) that includes the required filing fee exhibit. Must the filing fee exhibit’s Table 1 list all the securities listed in the initial filing of the related registration statement or is Table 1 permitted to list only the securities being offered by the prospectus supplement as to which the fees are being paid?

Answer: Table 1 must include the securities for which a deferred fee is being paid in the “Fees to Be Paid” lines. The issuer does not need to repeat previously included rows reflecting the registration of classes of securities in an indeterminate amount in reliance on Rule 457(r) in either the “fees to be paid” or “fees previously paid” lines. In addition, the issuer need not include in the “fees previously paid” line securities for which the issuer previously paid a fee that are part of (i) the same offering as those for which the issuer is paying a deferred fee; or (ii) any prior offering. [Nov. 20, 2023]

Regulation S-K CDIs

Question 146.18 (also repeated as Interactive Data CDIs Question 101.10)

Question: Item 601(a)(2) of Regulation S-K provides that an exhibit index does not need to include a hyperlink to an exhibit that is filed in XBRL. Does this exception apply to exhibits that are filed in Inline XBRL?

Answer: No. Item 601(a)(2)’s reference to exhibits filed in XBRL refers to exhibits that are filed in unconverted code, which is only machine-readable. See Release No. 33-10322 (Mar. 1, 2017). An exhibit that is tagged in Inline XBRL is not filed in unconverted code. [Nov. 20, 2023]

With respect to the second new CDI, an example of such an exhibit is the upcoming share repurchase exhibit, which will be required to be tagged using Inline XBRL.

Will we get more CDIs during this holiday week? Only time will tell.

– Dave Lynn