On April 3rd, the SEC released a statement concerning the importance of high-quality financial reporting given the significant impacts of the ongoing COVID-19 pandemic. Along with other divisions and offices of the SEC, the Office of the Chief Accountant (OCA) is closely monitoring the issues raised by COVID-19 on investors and global capital markets. The pandemic has presented a serious challenge with significant implications for financial reporting, national markets, and the US economy more generally.
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On March 25th, the SEC’s Division of Corporation Finance released Guidance Topic No, 9, which focuses on guidance for disclosure given the impacts of the ongoing coronavirus pandemic. This guidance provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider in light of business and market disruptions. The Division of Corporation Finance reminds readers that this guidance is not a rule, regulation, or statement of the SEC. Like all staff guidance, the advice has no legal force or effect. It does not alter or amend applicable law, and it creates no new or additional obligations for any person.
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The SEC and its staff recognize that the COVID-19 public health crisis has presented challenges for some entities and individuals who require initial access to file through the EDGAR system, particularly those applicants who have experienced trouble obtaining notarization of the authorized signature on the Form ID application. This notarization process is required by Rule 10(b) of Regulation S-T.
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The SEC released an announcement concerning Form ID and difficulties with form notorization given the recent coronavirus pandemic and its impact on business. The SEC understands that the COVID-19 public health crisis is presenting challenges for some entities and individuals who are seeking initial access to file submissions through the EDGAR system. In particular, users are encountering trouble in meeting the notary requirement in the Form ID access application process. This problem with notary access is also affecting other EDGAR access processes that require notarization.
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On March 13th, the SEC announced regulatory relief for funds and investment advisers whose operations may be affected by the coronavirus. This relief information covers in-person board meetings and certain filing and delivery requirements for particular investment funds and investment advisers. The effects of the coronavirus may delay or prevent funds and advisers who operate in affected areas from complying with some regulatory obligations due to restrictions on large gatherings, travel and access to facilities, the potential limited availability of personnel. The SEC’s relief is intended to allow funds and advisers to meet those obligations and to continue their operations, given that there may be temporary disruptions outside of their control.
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On March 11th, the SEC adopted a new rule and related form changes and other amendments to simplify and streamline disclosures for investors about variable life insurance contracts. These changes permit the use of a concise prospectus designed to improve readers’ understanding of the contracts’ features, fees, and risks. The new framework makes use of layered disclosure and technology, in particular Inline XBRL, to provide investors with ways to access information more easily and make informed investment decisions. The new amendments represent an important milestone in the SEC’s efforts to improve investors’ experience as they study material information. Continue reading "SEC Adopts Investor Disclosure Improvements for..." »

The SEC adopted amendments to the accelerated filer and large accelerated filer definitions on March 12th. These amendments will more appropriately tailor the types of issuers that are included in these definitions, thereby reducing unnecessary burdens and compliance costs for some smaller issuers while maintaining investor protections. The SEC and Congress have a historical practice of providing scaled disclosure and other accommodations to reduce burdens for new and smaller issuers, and these amendments further that goal.

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On March 4th, the SEC announced that it will provide conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws due to the impact of the Coronavirus Disease 2019 (COVID-19). These impacts may present challenges for certain companies that are required to provide information to trading markets, shareholders, and the SEC. These companies may include US companies located in or companies with operations in affected areas.

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The Financial Accounting Standards Board (FASB) has published Proposed Improvements for Proposed Accounting Standards Update – Codification Improvements for public comment. The standard release notes are also included for review. The proposed improvement includes adding references for certain existing elements as well as adding elements for new accounting pronouncement disclosures.

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Staff at the Division of Economic and Risk Analysis (DERA) at the SEC have released an announcement regarding the use of certain XBRL elements for revenue disclosures. Filers that have adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) should be using the new elements related to this ASU to tag related revenue disclosures in their financial statements and notes. However, the staff has observed that filers instead are using outdated tags under the Accounting Standards Codification Topic 605, Revenue Recognition.

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The SEC is proposing to modernize filing fee disclosure as well as filing fee payment methods. These amendments would change most fee-bearing forms, schedules, statements, and related rules to require each fee table and accompanying disclosure to include all required information for fee calculation in a structured format. In addition, these amendments would allow for fee payment via Automated Clearing House (“ACH”), which would eliminate the need for fee payments via paper checks and money orders. These amendments are intended to improve filing fee preparation and payment processing by facilitating enhanced validation via fee structuring and lower-cost, easily routable payments through ACH.

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The SEC has released draft changes to the EDGAR Filer Manual and the EDGAR System. These changes will be incorporated into the EDGAR 19.3 release and Version 52 of the EDGAR Filer Manual – Volume II, which is scheduled for release on September 30, 2019. The draft changes include important updates to the requirements for the passwords that are used when logging into both the EDGAR Filing Website and the EDGAR Online Forms Management Website.

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The SEC is issuing new interpretation and guidance concerning proxy rules which were promulgated by Section 14 of the Securities Exchange Act of 1934. This new guidance is the result of the SEC examining proxy voting advice provided by proxy advisory firms as possible solicitations under the federal proxy laws. In addition, the SEC has considered public comments on a variety of issues related to the proxy voting process, from numerous public concept releases to a 2018 Roundtable that invited the public to provide feedback on the use of proxy advisory firms and their activities.

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On August 20th, the SEC staff released a group of Compliance and Disclosure Interpretations (CD&Is) concerning the interactive data rules, including new interpretations regarding inline XBRL. This article contains a summary of the CD&Is, organized by topic groups as well as a list of the new questions and answers that were released on August 20th.

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XBRL US has posted a helpful Q&A on the new Inline XBRL (iXBRL) Cover Page tagging requirements for SEC filings.

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