Monday, June 1, 2009

SEC Posts FAQs, More In Advance of Its June 10 XBRL Seminar

On Friday, May 29, staff in the SEC's Office of Interactive Disclosure posted a set of Frequently Asked Questions Regarding the Interactive Data Program. The FAQs relate to SEC's Final rule published Jan. 30, 2009, approved at the SEC's Dec. 18, 2008 open commission meeting, which will require public companies to begin filing financial statements and certain other data in an interactive format - specifically eXtensible Business Reporting Language or XBRL, beginning this year (phased in over a three year period based on company size, described further below).

Also on May 29, staff in SEC's Division of Corporation Finance posted some new and updated Compliance and Disclosure Interpretations or C&DI's - some relating to XBRL, and some relating to other areas including Executive Compensation and more. The C&DI's were described by Broc Romanek in blog earlier today, and we have listed the links further below.

SEC Will Hold Public Seminar June 10 on XBRL
Publication of the XBRL FAQs and C&DI's comes in advance of the SEC's upcoming seminar on interactive data, slated for June 10. As described in SEC's May 18 press release, the seminar is being conducted to help companies and preparers comply with the new XBRL requirements, and will be held at the SEC's Washington, DC headquarters. The seminar will be open to the public; it will also be webcast. As noted in the May 18 press release, the SEC also invites questions to be submitted in advance of the seminar -see the press release for details.

To recap, here are the effective date requirements in the final rule on XBRL, as described on pg. 42 of the SEC's Final rule:
  • Domestic and foreign large accelerated filers using U.S. GAAP with worldwide public common equity float above $5 Billion as of the end of the second fiscal quarter of their most recently completed fiscal year : Quarterly report on Form 10-Q or annual report on Form 20-F or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2009.
  • All Other Large Accelerated Filers Using U.S. GAAP: Quarterly report on Form 10-Q or annual report on Form 20-F or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2010.
  • All Remaining Filers Using U.S. GAAP: Quarterly report on Form 10-Q or annual report on Form 20-F or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2011.
  • Foreign Private Issuers with financial statements prepared in accordance with IFRS as issued by the IASB: Annual reports on Form 20-F or Form 40-F for fiscal periods ending on or after June 15, 2011.

Here are links to the XBRL FAQs and new and updated C&DI's on XBRL and other matters posted on May 29:
FAQs: Frequently Asked Questions Regarding the Interactive Data Program
C&DI's : Interactive Data, (XBRL) May 29, 2009; Regulation S-T, (General Rules and Regulations for Electronic Filings) May 29, 2009
Regulation S-K (UPDATED 05/29/09) : Question 119.18, Question 119.19, Question 120.05,
Question 120.06 , Question 120.07, Question 122.03, Interp. 217.14, Interp. 246.15
Exchange Act Form 8-K (UPDATED 05/29/09): Question 117.16, Question 119.01

SEC, In Settlement With Caseware, Agrees Not to Use "IDEA"
In other news, Michael Cohn of WebCPA broke the news last week that the SEC will not use the name IDEA for its interactive data retrieval program. (As background, as noted in our 8.21.08 post, the SEC announced last year its plan for a new interactive data retrieval system - which it had named IDEA - to eventually replace EDGAR. The SEC was subsequently sued for trademark infringement in March , 2009 by a Canadian company called Caseware International.)

In an article published by WebCPA on May 27, entitled SEC Settles IDEA Trademark Suit with CaseWare, Cohn wrote: "The Securities and Exchange Commission has settled a trademark dispute with CaseWare International over the use of the IDEA name for the SEC’s interactive financial statement repository... As part of the settlement, the SEC has agreed to permanently discontinue its use of the mark IDEA in any form as a trademark or other source identifier on or in connection with SEC software and related goods and services. The settlement also provides that the SEC acknowledges that CaseWare International Inc. is the owner of the trademark IDEA. In return, CaseWare has voluntarily dismissed its civil suit against the SEC." See also Caseware's May 27 press release on the settlement.

Personally, I used IDEA software in a case studies in forensic accounting class I took at NYU's school of continuing ed a few years ago. (The part I remember the most is that the case study had a fictional CFO named Bob Cuthbert, which I found interesting given Caseware's real-life COO is Bob Cuthbertson. I don't know if they are still using the IDEA program in that class.)

Broc Romanek writes in blog today (under subheading: IDEA is Dead! Long Live EDGAR!) that: "In my opinion, this is a blessing in disguise for the SEC since Edgar is well-branded with investors and I thought it was a huge mistake to change the name last year. It looks like the SEC already has purged any vestiages of "IDEA" from its website. I sure hope they just stick with "Edgar" and not pick another new name. Long live Edgar!" He cites to a National Law Journal article by Sheri Qualters published last week which, like the WebCPA article noted above, quotes SEC spokesman Eric Hotmire saying: "Changing the name of the disclosure database will not affect the interactive data rules implementation this spring or summer." Hotmire added, according to WebCPA: "Any plans to change the name of this disclosure database will be announced in the future.”

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