Recent Developments
Selected Rules and StatutesSEC Text and Commentary
Final Rule: Adoption of Updated EDGAR ManualRevisions reflecting updates to the EDGAR system are designed to extend the interactive data/XBRL validation requirements to all Exhibit 101 attachments, to support the upgrade of the Mutual Fund Risk /Return Summary Taxonomy, to make minor updates to the validation and processing of Form D submissions and amendments of 13F-HR and 13F-NT submission types, and to address minor changes previously made in EDGAR. The scheduled date for this EDGAR system functionality upgrade is April 12, 2010.
Effective date: April 8, 2010. The incorporation by reference of certain publications listed in the rule is approved as of April 8, 2010
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Related material: Merrill EDGAR Resources
Final Rule: Amendments to Rules Requiring Internet Availability of Proxy Materials
Amendments clarify and provide additional flexibility regarding the format of the Notice of Internet Availability of Proxy Materials sent to shareholders, permit inclusion of certain explanatory materials, and revise the timeframe for delivering a Notice to shareholders under certain conditions.
Effective date: March 29, 2010
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Related material: Proposed ruleFinal Rule: Shareholder Approval of Executive Compensation of TARP
Proxy rule amendments set forth certain requirements for US registrants subject to Section 111(e) of the Emergency Stabilization Act of 2008 pertaining to a separate shareholder advisory vote to approve compensation of executives, as disclosed pursuant to SEC compensation disclosure rules, during the period in which any obligation arising from TARP financial assistance remains outstanding.
Effective date: February 28, 2010
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Related material: Proposed ruleFinal Rule: Proxy Disclosure Enhancements
New or revised disclosures required of registrants by final rule amendments include: compensation policies and practices that present material risks to the company; stock and option awards of executives and directors; director and nominee qualifications and legal proceedings; board leadership structure; board role in risk oversight; and potential conflicts of interest of board and company compensation consultants. SEC action also includes transferring from Forms 10-Q and 10-K to Form 8-K the requirement to disclose shareholder voting results.
The amendments to disclosure rules will be applicable to proxy and information statements, annual reports and registration statements under the 34 Act and to registration statements under the 33 Act as well as the Investment Company Act of 1940.
Effective date: February 28, 2010
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Related material: Related material: Technical corrections 02-23-10 | Division of Corporation Finance interpretation | Proposed ruleFinal Rule: Adoption of Updated EDGAR Filer Manual
Revisions to Volume I address 2009 U.S. GAAP Taxonomy, SOI Taxonomy and new filer support hours and fax number for authentication documentation. Volume II revisions include interactive data/XBRL changes, identification requirements for certain documents faxed to the SEC, minor Form D screen changes and other amendments.
Effective date: October 30, 2009. Form D XML technical specification (Version 5.2.0) implementation date: July 20, 2009
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Related Material: SEC background and links––EDGAR Filer Manual HTML; Form D XML technical spec HTML
Compliance and Disclosure Interpretations: Securities Act Forms
Corporate Finance Division’s February 27, 2009 updated interpretations of Securities Act Forms include: F series forms; Forms S-1, S-3, S-4, S-8, and S-11; Form D; Form 144; and interpretive responses regarding particular situations.
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Final Rule: Interactive Data to Improve Financial Reporting
New rules require certain domestic and foreign companies to provide to the Commission a new exhibit with their financial statements, including the footnotes and schedules to the financial statements, in interactive data format using the eXtensible Business Reporting Language (XBRL). Interactive data will supplement, but not replace or change, disclosure using the traditional electronic filing formats in ASCII or HTML. Interactive data will be required with a filer's annual and quarterly reports, transition reports, and Securities Act registration statements, and on its corporate web site, if it maintains one. The requirements will be phased in, beginning later this year, and apply to public companies and foreign private issuers that prepare their financial statements in accordance with U.S. GAAP and foreign private issuers that prepare their financial statements using IFRS as issued by the IASB.
Effective date: April 13, 2009 except §232.406T is effective from April 13, 2009 until October 31, 2014.
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Final Rule/Interpretation: Modernization of Oil and Gas Reporting
Revisions to oil and gas reporting disclosures currently in Regulation S-K and Regulation S-X update requirements to reflect current practices and changes in technology, align full cost accounting rules with the revised disclosures, and codify and revise Industry Code 2 in Regulation S-K.
Effective date: January 1, 2010
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Related Material:Press release | Proposed rulesAnnouncement: SEC Approves Interactive Data for Financial Reporting by Public Companies, Mutual Funds
The SEC has voted to require public companies and mutual funds to use interactive data for financial information. For public companies, interactive data financial reporting will occur on a phased-in schedule beginning next year. The largest companies will be required to provide interactive data reporting starting with their first quarterly report for fiscal periods ending on or after June 15, 2009. All U.S. public companies will have filed interactive data financial information by December 2011, and companies will be able to adopt interactive data earlier than their required start date. Earlier in 2008, the SEC unveiled IDEA (Interactive Data Electronic Applications), its new financial reporting system to accept interactive filings.
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Related Material: IDEA database | Press release
Final Rule: Amendment to Municipal Securities Disclosure
Amendments to rule relating to municipal securities disclosure include requirement for broker, dealer, or municipal securities dealer to determine that issuer or obligated person has agreed to provide certain information to the Municipal Securities Rulemaking Board (MSRB) and to provide such information in an electronic format. Related action includes approval of an MSRB companion proposal relating to its Electronic Municipal Market Access (EMMA) system for municipal securities disclosures and withdrawal of proposed 2006 amendments that would have eliminated the MSRB as a location to which issuers could submit certain municipal disclosures.
Effective date: July 1, 2009
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Related Material: Commission announcement | Press release
Final Rule: Electronic Filing and Revision of Form D
New rule amendments mandate electronic filing via the Internet information required by ’33 Act Form D and revise Form D and Regulation D accordingly. Under the new rules, Form D information will be filed with the SEC through a new online filing system accessible from any computer with Internet access. Staggered effective dates intended to enable issuers to file Form D information in electronic or paper format from September 15, 2008 until March 16, 2009 when electronic filing becomes mandatory.
Effective dates: September 15, 2008 with the following exceptions––§ 232.101(c)(6) and §232.201(a) effective March 28, 2008; §232.101(a)(1)(xiii) effective March 16, 2009; § 230.503T, §232.101(b)(10)T and § 239.500T effective from September 15, 2008 to March 16, 2009.
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Related Material: Merrill Summary
Final Rule: Internal Control over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers
One-year extension of temporary rule and form amendments that postpone the date by which non-accelerated filers must begin to comply with the auditor attestation report on internal control over financial reporting (ICFR) mandated by Section 404(b) of the Sarbanes-Oxley Act of 2002.
Under the extension, a non-accelerated filer will need to provide its first auditor’s ICFR attestation report in an annual report for a fiscal year ending on or after December 15, 2009.
Effective date: September 2, 2008; see effective date section of the release for exceptions.
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Selected Statutes
Sarbanes-Oxley Act of 2002 (P.L. 107-204)Full text of act signed July 30, 2002 making significant changes in U.S. securities laws and establishing a new regulatory regime for accounting firms that audit public companies.
Effective date: Certain provisions become law upon signature or within a specified time after enactment. Others direct the SEC to adopt rules within specified periods or to exclude certain persons or conduct from coverage of effective provisions.
Investor and Capital Markets Fee Relief Act ("Fee Relief Act")
Full text of Public Law 107-123 amending the Securities Exchange Act of 1934 to reduce fees collected by the Securities and Exchange Commission, and for other purposes.
Effective date October 1, 2001 except as provided in Sec. 11 of the Act. Immediate transaction fee reductions made by amendments in Sec. 2 take effect on the later of the first day of fiscal year 2002, or 30 days after the date on which a regular appropriation to the SEC for such fiscal year is enacted. Additional exceptions are authorities provided by Section 6(b)(9) of the Securities Act of 1933 and Sections 13(e)(9), 14(g)(9), and 31(k) of the Securities Exchange Act of 1934 shall not apply until October 1, 2002.
Gramm-Leach-Bliley Act
Full text of Public Law 106-102 overhauling the framework for the affiliation of banks, securities firms, insurance companies, and other financial service providers.
Effective date for privacy rules (Regulation S-P) promulgated under sec. 504 November 13, 2000, with mandatory compliance July 1, 2001. Joint marketing and service agreements in effect as of July 1, 2000 must be brought into compliance with Regulation S-P by July 1, 2002.
Electronic Signatures in Global and National Commerce Act
Full text of Public Law 106-229 facilitating the use of electronic records in interstate or foreign commerce.
Effective date October 1, 2000, except as provided in Sec. 107(b) of the Act.
