The SEC adopted amendments on June 28, 2018 that required filers to use Inline XBRL (iXBRL) for both operating company financial statement information and fund risk/return summary information. Filers using iXBRL are able to prepare a single document that embeds machine-readable data directly into a human-readable document. This gives data users a simpler means to view, access, and explore the contextual information of the underlying data.
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The SEC’s Division of Corporation Finance recently provided guidance that reflects its views concerning the filing of Form C to the SEC with respect to the effectiveness of certain rule changes as introduced in Release No. 33-10884. This guidance on EDGAR filing of Form C: 1) is not a rule, regulation or statement of the SEC; 2) has neither agency approval nor disapproval; 3) has no legal force or effect; 4) does not alter or amend applicable law; and 5) creates no new or additional obligations for any person. Continue reading "SEC Staff Issues Guidance on EDGAR Filing of..." »

On December 16, 2020, the SEC adopted rules intended to achieve the statutory objective of increasing the transparency of payments to governments for the purpose of the commercial development of their oil, natural gas, and minerals by enforcing Section 13(q) of the Exchange Act. Added to the Exchange Act in 2010 by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 13(q) instructed the SEC to issue final rules that require resource extraction issuers (entities such as oil, natural gas, and mining companies that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934) annually to file a Form SD that includes information about payments that are made to the federal government or a foreign government related to the commercial development of oil, natural gas, or minerals. Continue reading "SEC Approves Final Rules for the Disclosure of..." »

The SEC announced on November 19th that it has adopted amendments that will modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. These amendments are intended to improve the focus of financial disclosures on material information for the benefit of investors while also simplifying compliance for registrants by reducing the costs and burdens. In addition, the amendments will improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. Continue reading "SEC Modernizes and Enhances Management’s..." »

On September 11th, 2020, the SEC announced that it has adopted the final rule for its update of statistical disclosures for bank and savings and loan registrants. The rule modifies required disclosures and classifies certain disclosures in a new Subpart 1400 of Regulation S-K. It reduces duplicative or overly similar disclosure items in other SEC rules and requirements in US GAAP and IFRS. It also replaces Industry Guide 3, Statistical Disclosure by Bank Holding Companies. These changes are intended to help investors have access to more meaningful, relevant information about these registrants, which will facilitate their investment and voting decisions. Continue reading "SEC Announces Final Rule for Update of..." »

On August 26th, the SEC announced that it will be carefully monitoring the effects of Hurricane Laura on investors and capital markets. As the SEC tracks the storm’s developments, it will consider easing regulatory requirements and extending filing deadlines for those affected by the storm.
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The SEC has released an additional statement concerning paper filing requirements given the ongoing logistical difficulties caused by the COVID-19 pandemic. The staff of the SEC’s Division of Corporation Finance is aware of the troubles encountered in submitting certain forms (other than Forms 144) in paper given the spread of COVID-19.
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The staff of the SEC’s Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has issued a statement regarding Rule 302(b) of Regulation S-T. This statement pertains to concerns stemming from the ongoing COVID-19 pandemic. The SEC has received inquiries from persons and entities subject to Regulation S-T concerning these authentication document retention mandates under Rule 302(b). These requirements can prove to be difficult to meet in light of health, transportation, and other logistical issues raised by the spread of coronavirus disease. This staff statement is temporary and remains in effect until the staff provides public notice that it no longer applies. Such notice will be published at least two weeks before the announced termination date.
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The staff of the SEC’s Division of Corporation Finance states that the Division is aware of logistical difficulties of submitting Forms 144 in paper given the ongoing impact of the COVID-19 pandemic. Given ongoing health and safety concerns related to COVID-19, the staff will not recommend enforcement action if Forms 144 filed in paper under Rules 101(b)(4) or 101(c)(6) of Regulation S-T are submitted via email in lieu of mailing or delivering the paper form to the SEC if the filer or submitter attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.
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On April 24th, the SEC announced it is forming an internal, cross-divisional COVID-19 Market Monitoring Group. This temporary, senior-level group will assist the SEC and its various divisions and offices in SEC and staff actions and analysis related to the effects of COVID-19 on markets, issuers, and investors, including main street investors. It will also guide responding to requests for information, analysis and assistance from fellow regulators and other public sector partners.
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On April 23rd, the SEC’s Division of Corporation Finance released a statement regarding the requirements for certain paper documents given the impacts of the COVID-19 pandemic. The staff of the division recognizes that submitting particular forms (with the exception of Forms 144) may be difficult in the current circumstances. Continue reading "SEC Statement Regarding Requirements for..." »