TheCorporateCounsel.net

Last week, Corp Fin updated its “’33 Act Sections” CD&Is. I’m sure that this is welcome news to Corp Fin Director John White, who had Chief Counsel Tom Kim and Deputy Director Brian Breheny stand up and affirm their intent to update the portions of the old Telephone Manual into CD&Is by the end of the year during the recent ABA Fall meeting of the Federal Regulation of Securities Committee.

During his last remarks as Corp Fin Director, John reviewed the numerous changes during his two-plus year tenure – including noting that now over 20,000 of the Staff’s comment letters have been posted – and he identified big rulemakings that have been tee’d up for the near future, including:

– IFRS roadmap now proposed, along with proposed timetable
– Further implementation of certain CIFiR recommendations
– Proxy matters, including a reconsideration of shareholder access
– Technology, including XBRL and the “21st Century Disclosure Initiative”
– Beneficial ownership reporting regime, in the wake of the CSX decision and the SEC’s short-selling efforts

In our “Conference Notes” Practice Area, we have posted notes from PLI’s recent Securities Law Institute.

Mandatory XBRL Likely to Come Soon

Recently, I wondered in this blog whether SEC Chairman Cox would get across the finish line with mandatory XBRL before he left. Listening to John’s remarks, I got the sense that the SEC would adopt mandatory XBRL before Cox departed (although John didn’t mention what type of transitionary timetable would be adopted). Bolstering this effort, XBRL US announced last week that they have completed a new draft of the XBRL US GAAP Taxonomies – as well as the initiation of a public review.

Recently, I blogged that Broadridge was leading the way on proxy statement XBRL taxonomies. This changed last month when Broadridge donated its draft proxy taxonomies to XBRL US. However, XBRL US’s new draft taxonomy doesn’t include tags for proxy statements – thus making it highly unlikely the SEC would include executive compensation data in its initial adoption of mandatory XBRL.

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– Broc Romanek