On November 5th, the SEC proposed amendments to the rules concerning proxy solicitations and the exemptions from federal disclosure rules governing businesses dispensing proxy voting advice that should enhance the quality of disclosure about material conflicts of interest that are provided to clients. In addition, these proposed changes would provide for a period of review and feedback through which companies and other soliciting parties would be able to identify errors in their proxy voting advice. This review and feedback period would only be available to companies that file definitive proxy materials 25 days or more prior to the relevant meeting.
Continue reading "SEC Proposes Rule Amendments to Improve..." »Monday, November 18. 2019
SEC Proposes Rule Amendments to Improve Accuracy and Transparency of Proxy Voting Advice
Friday, November 15. 2019
LDC #160: Securing Log Files with MD5
Last month, we discussed logging user submissions to the SEC in our blog post LDC 154. Well, thinking more about this, I realized it was probably not a good idea to not secure the log file. If someone makes a mistake, and files a document they shouldn’t, they could simply alter the log to show different times or users filing the document, and there is no record of it. A malicious user could easily just change what the log says! This is unacceptable and easily within our power to fix. To do so, we’re going to use a common function, the MD5 hash function.
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Friday, November 08. 2019
SEC Closed Monday, November 11
The SEC will be closed Monday, November 11 in observance of Veterans Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of November 11 will be due the following
business day.
SEC Division of Enforcement Publishes Annual Report for Fiscal Year 2019
The SEC’s Division of Enforcement issued its yearly report for fiscal year 2019 on November 6th. This report explores the division’s efforts and initiatives on the behalf of investors. It also highlights significant actions and presents both qualitative and quantitative perspectives on the actions of the division during the previous fiscal year.
Continue reading "SEC Division of Enforcement Publishes Annual..." »Thursday, November 07. 2019
SEC Proposes to Modernize Advertising and Cash Solicitation Rules for Investment Advisers
On November 4th, the SEC proposed new amendments that would modernize rules under the Investment Advisers Act that focus on investment advisor advertisements and payments to solicitors. The proposed amendments are intended to update these rules to reflect changes in technology, the expectations of investors seeking advisory services, and the evolution of industry practices. These amendments would replace the current rules’ broadly drawn limitations with principles-based provisions such that certain investment adviser advertisements and payments to solicitors would be prohibited in some cases. The proposed approach would also permit the use of testimonials, endorsements, and third-party ratings, subject to certain conditions, and would include tailored requirements for the presentation of performance results based on an advertisement’s intended audience. The Investment Act rules in question for advertisements and solicitations have not been updated since their adoption in 1961 and 1979.
Continue reading "SEC Proposes to Modernize Advertising and Cash..." »Wednesday, November 06. 2019
SEC Proposes Amendments to Modernize Shareholder Proposal Rule
On November 5, 2019, the SEC proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule. This rule requires companies that are subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements. The proposed amendments seek to modernize the shareholder proposal rule by updating the criteria that a shareholder must satisfy to be eligible to require a company to include a proposal in its proxy statement and by updating the levels of shareholder support a proposal must receive to be eligible for resubmission at the same company’s future shareholder meetings.
Continue reading "SEC Proposes Amendments to Modernize..." »Monday, November 04. 2019
SEC Announcement Regarding XBRL Tagging for Revenue Disclosures
Staff at the Division of Economic and Risk Analysis (DERA) at the SEC have released an announcement regarding the use of certain XBRL elements for revenue disclosures. Filers that have adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) should be using the new elements related to this ASU to tag related revenue disclosures in their financial statements and notes. However, the staff has observed that filers instead are using outdated tags under the Accounting Standards Codification Topic 605, Revenue Recognition.
Continue reading "SEC Announcement Regarding XBRL Tagging for..." »Friday, November 01. 2019
LDC #159:Validating HTML Indents and Margins With Legato
I had an interesting issue crop up this week: a client had a file that had a 21 inch indent on a paragraph, causing problems when the file was printed to PDF. When GoFiler converts your Word file to HTML, if there are a lot of spaces or tabs on a line, it can cause GoFiler to interpret it as having a large indent level. Normally this isn’t a big deal, but if the indent ends up as large as this, it can cause rendering issues. So, I was asked if there was a way we could test for this, and figured it would be an interesting problem for a blog post.
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Wednesday, October 30. 2019
SEC Proposes to Modernize Filing Fee Disclosure
The SEC is proposing to modernize filing fee disclosure as well as filing fee payment methods. These amendments would change most fee-bearing forms, schedules, statements, and related rules to require each fee table and accompanying disclosure to include all required information for fee calculation in a structured format. In addition, these amendments would allow for fee payment via Automated Clearing House (“ACH”), which would eliminate the need for fee payments via paper checks and money orders. These amendments are intended to improve filing fee preparation and payment processing by facilitating enhanced validation via fee structuring and lower-cost, easily routable payments through ACH.
Continue reading "SEC Proposes to Modernize Filing Fee Disclosure" »Friday, October 25. 2019
LDC #158: Validating for XBRL Custom Elements With No Name
This week, we’re going to revisit a blog post from early 2018, Validating with the XBRL Object. This was a relatively straightforward script. It hooks itself into the validate function and adds an additional layer of validation for XBRL files. Having seen a couple of issues with blank element names in XBRL causing problems this past week, I figured it would help to create a script that enhances our default validation to detect these blank names and add in a temporary placeholder name so that it can be removed.
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SEC Investor Advisory Committee to Meet on November 7
The SEC's Investor Advisory Committee will hold a public meeting on November 7th beginning at 9:30 am EST. The meeting, which is open to the public and free to attend, will take place in the Multipurpose Room at SEC Headquarters at 100 F Street, NE, Washington, DC. The Investor Advisory Committee was established to advise the SEC on regulatory priorities of securities products, trading strategies, fee structures, and the effectiveness of disclosure. In addition, the committee explores initiatives to protect investor interests and to promote investor confidence in the marketplace.
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Thursday, October 24. 2019
SEC Proposes Amendments to Exemptive Applications Procedures
On October 18th, the SEC voted to propose amendments to establish an expedited review procedure for applications under the Investment Company Act of 1940. These particular applications must be substantially identical to recent precedent. This is in addition to proposing a new informal procedure for applications that would not qualify for this expedited process. The changes are intended to make the application process more efficient as well as to provide additional certainty and transparency to the process. The SEC also intends that the staff of the Division of Investment Management will also begin publicly disseminating comments on applications and responses to those comments.
Continue reading "SEC Proposes Amendments to Exemptive..." »Friday, October 18. 2019
LDC #157: Understanding Used versus Allocated Space in Arrays
Arrays, such as lists, tables or cubes, are a useful programming tool. However, to get the most from using an array, it helps to have a more thorough understanding of exactly how arrays are stored and allocated.
Continue reading "LDC #157: Understanding Used versus Allocated..." »Sunday, October 13. 2019
SEC Closed Monday, October 14
The SEC will be closed Monday, October 14 in observance of Columbus Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of October 14 will be due the following business day.
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Friday, October 11. 2019
LDC #156: Introduction to File Types in Legato
A very common scenario for a script is to get a file from a user, perform several actions on it and then save the file. As developers it is easy to fall into the “user is always correct” trap. We assume that if we are asking for an HTML file, the user is going to give us one. Whether the user does it on purpose or not, sometimes this isn’t the case and we, as developers, should be prepared for this use case. This blog is going to discuss how we can validate files we receive from the user.
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