September 16, 2019

September 16, 2019

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SEC Division of Corporation Finance Issues C&DIs Regarding Inline XBRL

On August 20, the staff of the Division of Corporation Finance (the staff) of the Securities and Exchange Commission released several new Compliance and Disclosure Interpretations (C&DIs) relating to interactive data/eXtensible Business Reporting Language (XBRL), with a focus on items relating to Inline XBRL format requirements.

Inline XBRL requires registrants to embed their XBRL directly into the main filing as opposed to providing a separate accompanying XBRL file. As a reminder, the requirement to provide Inline XBRL is currently being phased-in for registrants on the following schedule:

Filer Status Compliance Date
Large accelerated filers reporting using US GAAP Beginning with fiscal periods ending on or after June 15, 2019
Accelerated filers reporting using US GAAP Beginning with fiscal periods ending on or after June 15, 2020
All other filers Beginning with fiscal periods ending on or after June 15, 2021

A US domestic form filer is not, however, required to comply with the Inline XBRL requirements for any form other than Form 10-Q until the filing of its first Form 10-Q after the applicable phase-in date. Additionally, once subject to the Inline XBRL requirements, a registrant also will be required to include Cover Page XBRL tagging, pursuant to Rule 406 of Regulation S-T, for any filings on Forms 10-K, 10-Q, 8-K, 20-F and 40-F.

C&DI 101.01

Beginning with new C&DI 101.01, the staff clarified how Inline XBRL should appear in the exhibit index of filings. Interactive Data Files, including Inline XBRL, should appear as exhibit 101 and Cover Page XBRL should appear as exhibit 104. When Inline XBRL is used, the word “Inline” should appear within the title description for the exhibit. Cover Page XBRL files, which are required to be filed as exhibit 104, should be included with other XBRL files as exhibit 101, with exhibit 104 cross referencing to the exhibit 101 file.

C&DI 101.02

The staff confirmed that registrants that voluntarily submit Inline XBRL prior to the applicable compliance date are not required to comply with the Cover Page XBRL tagging requirements. Cover Page tagging is only applicable to registrants “required” to submit Inline XBRL.

C&DI 101.03

Inline XBRL and the related Cover Page XBRL requires tagging the cover pages of Forms 10-K, 10-Q, 8-K, 20-F and 40-F.

Now, following the applicable phase-in period, all Form 8-K filings will require Cover Page XBRL tagging, even if the filing does not include financial statements for which XBRL data is required.

C&DI 101.04

The requirement noted above to list Cover Page XBRL as exhibit 104 also applies in the case of Form 8-Ks. However, the staff will not object if registrants exclude an exhibit index from a Form 8-K filing if the exhibit index would be included solely to identify Cover Page XBRL.

C&DI 101.05

The staff notes that Cover Page XBRL tagging will require a registrant to tag its company name using Inline XBRL. A company’s name, as it appears on the cover page of a filing, may differ from its name as it appears in the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) filing system, and for the most part, such differences will not prevent the filing from being accepted and disseminated. The staff notes that in rare cases such variations may result in a notice of suspension for the filing (in which case the registrant should contact EDGAR Filer Technical Support).

Filers should use this as an opportunity to review the way their company name appears in the EDGAR filing system and ensure it matches the company name as it appears on the cover page of SEC filings.

Others — Timing

  • Registrants that voluntarily submit Inline XBRL prior to the applicable compliance date may cease such voluntary Inline XBRL submissions until the applicable compliance date. [C&DI 101.06].
  • US domestic form filers are required to comply with Inline XBRL beginning with their first Form 10-Q after the applicable compliance date, not necessarily the first filing after the compliance date. Where a Form 8-K is filed earlier on the same day as such first Form 10-Q filing, Inline XBRL will not be required for the Form 8-K. [C&DI 101.07].

Others — Foreign Private Issuers

  • Foreign private issuers that prepare financial statements in accordance with US GAAP are required to comply with the Inline XBRL requirements based on filer status (large accelerated filer, accelerated filer, etc.) as set forth in the compliance phase-in schedule above. Foreign private issuers that prepare financial statements in accordance with IFRS will be required to comply with Inline XBRL for fiscal periods ending on or after June 15, 2021. [C&DI 101.08].
  • Filers using Form 20-F and Form 40-F, which have no quarterly filing obligations, will be required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required after the applicable compliance date. [C&DI 101.09].

The complete text of the new C&DIs is available here.

 

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Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
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Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

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Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

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