March roared in like a lion at an SEC Open Commission Meeting on March 1, with a grand total of four items acted upon by the two sitting Commissioners – Acting Chair Michael S. Piwowar and Commissioner Kara M. Stein. The items included approving a final rule requiring companies to hyperlink to exhibits, and decisions to seek public comment on several proposed rules.
Final rule: Exhibit hyperlinks and HTML format
The SEC has already published the final rule approved yesterday, following discussion of comments received on the earlier version (proposed rule). Further information about the final rule, Exhibit hyperlinks and HTML format. can be found in the SEC’s press release, SEC Approves Rules to Ease Investor Access to Exhibits in Company Filings, and in this article in The Journal of Accountancy, SEC to require hyperlinks to exhibits in company filings.
Proposed rule: Inline XBRL
On the general corporate reporting front, the SEC also approved the release of a proposed rule requiring inline XBRL for public comment. There is a 60 day comment period on the proposed rule, Inline XBRL filing of tagged data, Read more in the SEC’s press release, SEC Proposes Inline XBRL Filing of Tagged Data, and in SEC moves closer to requiring open format for company filings, published by FedScoop.
Proposed rule: Municipal security disclosures
Another rule proposal approved for release for public comment by the SEC on March 1 includes the proposed rule entitled, Proposed Amendments to Exchange Act Rule 15c2-12, which contains proposed amendments to Municipal security reporting. Additional information can be found in the SEC’s press release, SEC Proposes Rule Amendments to Improve Municipal Securities Disclosures, and in SEC says cities, states must now disclose bank loans published by the Wall Street Journal (via Marketwatch).
Request for Comment: Bank Holding Companies
In addition to the final rule and proposed rules approved yesterday, the SEC also approved a Request for comment on possible changes to Industry Guide 3 (Statistical disclosure by Bank Holding Companies). As noted in the related SEC press release, SEC Votes to Seek Public Input on Possible Change to Industry Guide 3, this request for comment is issued to ‘elicit information.’ It is not a proposed rule per se; presumably it is similar to a Concept Release or even a pre-Concept Release (or simply, pre-proposed rulemaking) in that it is a preliminary step to possible future rulemaking. Read more in SEC opens door to overhaul of bank disclosure rules, published by The Wall Street Journal.
SEC publication of IFRS taxonomy to impact foreign private issuers, including Canadian issuers
In other SEC news, the SEC published the Notice of Availability of IFRS taxonomy on March 1. Read more in the SEC’s press release, Foreign Private Issuers May Begin Submitting Their Financial Statements in XBRL, and in SEC “tags” public companies using IFRS with XBRL reporting requirements, published by law firm Osler, Hoskin & Harcourt LLP, via Lexology.
The latter article notes in part: “As a result of the SEC’s approval of an XBRL taxonomy for IFRS today, Canadian foreign private issuers using IFRS that are SEC reporting companies will become subject to XBRL tagging requirements beginning with their first annual report on Form 20-F or Form 40-F for a fiscal year ending on or after December 15, 2017.”
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