TheCorporateCounsel.net

Yesterday’s sample comment letter says that more investors are using XBRL data, but they aren’t the only ones: Corp Fin is also putting this info to work. In the SEC’s most recent “Semi-Annual Report to Congress on Machine Readable Data for Corporate Disclosures” – which John flagged in July – the Staff gave a heads up that they had been issuing comment letters about tagging requirements. In addition, the report says that Corp Fin is using the data in these ways:

– To help identify issuers that are subject to the disclosure and submission requirements of, and potentially subject to a trading prohibition under, the Holding Foreign Companies Accountable Act (Commission-Identified Issuers). Specifically, the staff uses data in Forms 10-K, 20-F and 40-F identifying the auditor (or auditors) who provided opinions related to the financial statements presented in the registrant’s annual report, the location where the auditor’s report has been issued, and the Public Company Accounting Oversight Board (PCAOB) ID Number(s) of the audit firm(s) or branch(es) providing the opinion(s).

– To identify, count, sort, compare, and analyze registrants and their disclosures (e.g., to identify more readily and accurately issuers that are listed on a specific exchange or that have identified themselves as well-known seasoned issuers), based on several items of machine-readable data that appear on the cover pages of registrants’ annual reports (Forms 10-K, 20-F, and 40-F).

– To make preliminary assessments of compliance with the Commission’s recently adopted pay-versus performance disclosure requirements.

With XBRL creeping in to proxy statements, will it also come for ESG? Only time will tell.

– Liz Dunshee