The SEC has proposed amendments to certain rules of Regulation National Market System (Regulation NMS) under the Exchange Act that would update variable minimum pricing increments for the quoting and trading of NMS stocks, reduce the access fee caps, and increase the transparency of better-priced orders placed in the NMS. Continue reading "SEC Proposes to Amend Rules of Regulation..." »

Both the SEC and the FERC will be closed Monday, December 26th due to the closure of the federal government on that day. The EDGAR System will not receive, process or accept filings on that day. Filings with a due date of December 26th will be due the following business day, Tuesday, December 27th. eForms will accept filings submitted on December 26th. Also, on Friday, December 23rd, Novaworks will be providing limited e-mail support only after 11:00 a.m. due to inclement weather in western New York. {expires: 2021-12-27} Continue reading "Christmas Hours" »

The SEC has proposed amendments that would revise the disclosure required under Rule 605 of Regulation NMS for order executions in national market system stocks (which are stocks listed on a national securities exchange). Adopted in 2000, Rule 605 provides the public with an opportunity to compare and assess execution quality among different market centers. Continue reading "SEC Announces Proposed Amendments to Improve..." »

On December 19, 2022, the draft 2023 Executive Compensation Disclosure (ECD) taxonomy was updated to include the elements for tagging disclosures related to the SEC’s adopted amendments. Under these rules, registrants are required to tag certain disclosures in Inline eXtensible Business Reporting Language (iXBRL). Continue reading "SEC Publishes Draft 2023 Executive Compensation..." »

On December 16th, the SEC’s Office of the Advocate for Small Business Capital Formation released its 2022 Annual Report to Congress and the SEC. The report summarizes how entrepreneurs and investors are building companies together, from startups to small public companies. Continue reading "SEC Staff Publishes Annual Report on Capital..." »

On December 14th, the SEC adopted amendments to Rule 10b5-1 under the Exchange Act, which provides affirmative defenses to trading based on material, nonpublic data within insider trading cases. The SEC first adopted Rule 10b5-1 in August 2000 to address instances when insider trading liability arises in connection with a trader’s use or knowing possession of material nonpublic information. Continue reading "SEC Adopts Amendments to Update Rule 10b5-1..." »

On December 19th, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system was updated to Release 22.4. The system now supports the 2022Q4 version of the Executive Compensation Disclosure (ECD) and Document and Entity Information (DEI) taxonomies. These taxonomies provide the tagging elements for disclosures associated with the SEC’s releases on Pay Versus Performance and Listing Standards for Recovery of Erroneously Awarded Compensation.

Continue reading "SEC Announces XBRL Taxonomies Update to Release..." »

On December 19, the SEC announced that it adopted amendments that require registrants to disclose information concerning: 1) insider trading policies and procedures of issuers; 2) adoption and termination (including modification) of plans that are intended to meet the rule’s conditions for establishing an affirmative defense, 3) certain similar trading arrangements by directors and officers, and 4) director and executive equity compensation awards made close in time to the issuer’s disclosure of material nonpublic information. For further information, see the Insider Trading Arrangements and Related Disclosures final rule on the SEC’s website. Note that, per the SEC’s adopted amendments, registrants now must tag certain disclosures in Inline eXtensible Business Reporting Language (iXBRL). Continue reading "SEC Issues Draft 2023 Executive Compensation..." »

On December 13th, the SEC’s Division of Corporation Finance posted an update to Non-GAAP Financial Measures Compliance & Disclosure Interpretations Questions 100.01, 100.04, 100.05, 100.06, and 102.10(a)(b)(c). The questions and answers are the Division's interpretations of the rules and regulations on the use of non-GAAP financial measures. Continue reading "SEC’s Division of Corporation Finance Revises..." »

On December 8th, the SEC announced that its Interactive Data Test Suite has been updated. The test suite provides help to filers using software to validate Interactive Data, ensuring the timely identification and resolution of potential errors before submission to EDGAR. To view a summary of the twelve revisions made in this update, see the change log in the last section of the summary file. Continue reading "SEC Releases Interactive Data Test Suite Update" »

On December 8th, the SEC’s Division of Economic and Risk Analysis announced that it has concluded an assessment of how filers are tagging line items on the income statement over multiple periods. The staff noted that a number of filers are using different elements when tagging the same reported line item on the income statement over multiple periods, though each of those tags are included in the taxonomy versions used in the filings. The staff’s findings also determined that some filers were using one element in a form, for example, Form 10-Q, while using another element for the same reported line item in a different form, such as Form 10-K. Continue reading "SEC Offers Guidance on Tagging Income..." »

On December 7th, the SEC reopened the comment period on proposed amendments aimed at updating and enhancing the disclosures required for an issuer to repurchase or buyback its equity securities. The amendments to the proposed rules for share repurchase disclosure were initially proposed by the SEC in December 2021, and the comment period for the proposal was originally reopened in October 2022. Continue reading "SEC Reopens Comment Period for Share Repurchase..." »

The SEC’s Divisions of Corporate Finance and Trading and Markets will hold an open meeting via webcast on sec.gov that will take place on Wednesday, December 14, 2022 at 10:00 a.m. ET. The meeting is free and open for the public to attend. {expires: 2022-12-15} Continue reading "SEC’s Division of Corporate Finance and..." »

On November 30th, the Financial Accounting Standards Board (FASB) released for comment the proposed GAAP taxonomy improvements for the proposed Accounting Standards Update (ASU), which is aimed at improving accounting guidance for lease arrangements between entities under common control. Continue reading "FASB Staff Releases Proposed GAAP Taxonomy..." »