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.

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.

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

With compliance dates approaching, reviewing the SEC’s mandate for operating companies and funds that they report their financial information in Inline XBRL (iXBRL) is important. These requirements date back to June 2018, when the SEC passed rules seeking to modernize and simplify financial reporting for these filers. Unlike traditional XBRL which produces a XML document containing only tagged, structured data that is difficult for a human reader to understand and interpret, iXBRL involves embedding XBRL data directly into an HTML filing so that the disclosure document is both human-readable as a formatted report of financial information and machine-readable since the tagged data can be collected and used in subsequent analyses in any number of ways. Using iXBRL improves the data’s usefulness, timeliness, and quality, which benefits investors, regulators, market participants, and other data consumers. Inline XBRL also reduces burdens and complexity to registrants and preparers as only one document containing both the formatted report and the structured data must be produced.

Starting with their first 10-Q filed for a fiscal period ending on or after June 15, large accelerated filers will be required to submit interactive data using Inline XBRL. Included in this transition are the new requirements, adopted by the SEC in March as part of the FAST Act Modernization and Simplification of Regulation S-K, to tag additional information that is visible on the cover page of Form 10-Q, Form 10-K and Form 8-K.

With the last EDGAR release, the Securities and Exchange Commission updated EDGAR to accept the US GAAP 2019 taxonomy among other new taxonomies. It’s always a good practice to transition your SEC filings as soon as possible when the SEC accepts the new taxonomy year.

The XBRL US Center for Data Quality has published the seventh set of rules to provide guidance and aid for issuers in identifying errors in their XBRL SEC filings. The Data Quality Committee rules aim to help filers limit mistakes and avoid data inconsistencies that can adversely affect analysis of reported financial information. The seventh release of rules includes guidance for issuers using the US-GAAP taxonomies.

On December 18th, the SEC released a request for comments concerning the nature, content, and timing of earnings releases and quarterly reports made by reporting companies. The SEC is soliciting public input on how it can reduce burdens on reporting companies associated with quarterly reporting while maintaining or enhancing disclosure effectiveness and investor protections. The Commission is also investigating how the current periodic reporting system, earnings releases, and earnings guidance may create an overly short-term focus on the part of managers and other market participants. This evaluation of the existing system is driven by a need to foster more long-term investments.

The Securities and Exchange Commission has adopted rules to allow reporting companies to use the Regulation A exemption from registration. Regulation A provides an exemption from registration under the Securities Act of 1933 for offerings of securities up to $50 million in a 12-month period and was previously not available to companies that are Exchange Act reporting companies. The Economic Growth, Regulatory Relief, and Consumer Protection Act that was enacted earlier this year requires the SEC to adopt this change and allow reporting companies to use Regulation A.

The SEC’s Division of Economic and Risk Analysis (DERA) recently analyzed XBRL exhibits submitted by issuers complying with the 2009 Interactive Data rules to file financial statement information in an XBRL format. The purpose of the analysis was to determine if IFRS (International Financial Reporting Standards) filers were being consistent with their use of custom tags with US-GAAP (US Generally Accepted Accounting Principles) filers during this first year of required XBRL filings.

The IFRS Foundation has published a proposed update to the IFRS Taxonomy 2018, Common Practice (IFRS 13 Fair Value Measurement). This Proposed Update is one of multiple updates released throughout the year to reflect amendments to International Financial Reporting Standards. The updates can represent changes to common practice elements, taxonomy architecture, or annual improvements that may include refinements to taxonomy data models in order to support consistent tagging or improvements that better reflect presentation and disclosure requirements.

On October 1, 2018, EDGAR Release 18.3 was released by the Securities and Exchange Commission. This release contains changes to the N-CEN and N-PORT EDGAR forms as well as improvements to EDGAR XBRL validation in addition to other changes.

On May 31, 2018 the XBRL US Center for Data Quality has released the sixth set of rules to provide guidance and aid for issuers in identifying errors in their XBRL SEC filings. The Data Quality Committee rules aim to help filers limit mistakes and avoid data inconsistencies that can adversely affect analysis of reported financial information. The sixth release of rules includes guidance for issuers using either the US-GAAP or IFRS taxonomies.