The SEC has announced that it is proposing amendments to rules and disclosure forms under both the Advisers Act and the Investment Company Act that would both provide investors with information that is consistent, comparable and reliable and help funds and advisers incorporate environmental, social, and governance (ESG) components. The proposed amendments would apply to registered investment companies (funds), business development companies (together with funds), registered investment advisers (advisers), and certain unregistered advisers (together with registered investment advisers) and would require these entities to submit supplemental information regarding their ESG investment practices. Continue reading "SEC Announces Rule Proposals to Enhance..." »

The SEC has adopted rules and form amendments to require the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper as well as the use of Inline XBRL for the filing of the financial statements and associated schedules to the financial statements required by Form 11-K. Continue reading "SEC Announces Approved Updates to Electronic..." »

On May 25th, the SEC announced that it is proposing amendments to Rule 35d-1 under the Investment Company Act of 1940, the Investment Company Names Rule of 2001 (Names Rule). For a business development company (BDC) or a registered investment company, the name of its firm is an important marketing tool for the fund, and it conveys to investors useful information about the fund. Continue reading "SEC Proposes Rule Updates to Prohibit..." »

The Financial Accounting Standards Board (FASB) has issued three proposed Taxonomy Implementation Guides (Implementation Guides) based on the US GAAP Reporting Taxonomy. The guides provide additional guidance and further insight for preparers using the taxonomy when creating their XBRL documents. The guides have been assessed by various advisors, including the SEC, industry resource groups, and members of the Taxonomy Advisory Group (TAG), and are neither authoritative nor the result of actions taken by the FASB. Continue reading "FASB Releases Proposed Taxonomy Implementation..." »

On March 21, 2022, EDGAR Release 22.1 was released by the SEC. The release included the addition of a new submission form type to EDGARLink Online, orders granting substituted compliance regarding Rule 18a-7, and a new exhibit “EX-99.36 Form 7-R” added to submission form types SBSE-A and SBSE-A/A. The release also updated the EDGAR Filer Manual Appendices B, F and D and made revisions to filing fee disclosure, payment methods, and tagging requirements for Forms N-3, N-4, and N-6 in iXBRL.
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On March 21st, the SEC upgraded the EDGAR system to Release 22.1. The system now supports the 2022 reporting taxonomies, which are the final versions of the draft taxonomies that were posted by SEC staff for public comment on September 1, 2021. Refer to the final 2022 taxonomies’ Release Notes for details of the changes. Continue reading "SEC Releases 2022 XBRL Taxonomies Update" »

On March 21st, the SEC announced that it is proposing amendments to its rules under the Securities Act and Securities Exchange Act that would make it mandatory for domestic and foreign registrants to include specific climate-related data in their annual reports and registration statements. This data would need to be disclosed in a structured data format. The proposal is open for public comment. Continue reading "SEC Proposes Rule Amendments to Improve..." »

The SEC announced on February 9th that it is proposing to amend certain rules that govern beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g). The rules would enhance disclosure requirements, reduce information imbalances and provide more timely information to meet the needs of investors and the market.

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The SEC’s Division of Economic and Risk Analysis (DERA) has observed that some filers are not appropriately tagging disclosures about their finance lease liability, undiscounted future lease payments, and the excess amount of the undiscounted future lease payments over the finance lease liability (for example, imputed interest). DERA is providing guidance to filers to address some of this mistakes. Continue reading "SEC Provides Guidance Regarding Proper Tagging..." »

The SEC has announced that on or about April 4th, it will introduce a change to the EDGAR filing websites (EDGAR Link Online and Online Forms) that will affect the way certain third-party software may communicate with these websites. EDGAR will develop a unique parameter that some third-party software products may need to include in each request that enters/updates data. EDGAR will both verify the existence and validity of the parameter in filers’ requests and end user sessions if the value of the parameter is missing or mismatched. Continue reading "SEC Advises on Filing Agent/Filer Software..." »

On January 26th, the SEC proposed rules to enhance investor protections and improve cybersecurity by bringing more Alternative Trading Systems (ATS) that trade treasuries and other government securities under the regulatory heading. This proposal builds upon the September 2020 proposal for ATSs and feedback received in response to that proposal. The SEC is also re-proposing amendments to Registration Systems Compliance and Integrity (Regulation SCI) to apply it to ATSs that meet certain volume thresholds in US Treasury Securities or Agency Securities. Continue reading "SEC Proposes Rule Amendments for Investor..." »

The Divisions of Corporation Finance and Investment Management receive paper “courtesy copies” of materials from many individuals and entities when they file or submit via EDGAR, email, online form or other electronic methods of communication. Registrants frequently send marked copies of amendments to registration statements or copies of electronically filed registration statements showing modifications from previously submitted or filed versions. Continue reading "The Divisions of Corporation Finance and..." »