Proposed Disclosure Rule Amendments – Incorporation by Reference, Forms and XBRL

Posted by on November 14, 2017

Proposed Disclosure Rule Amendments – Incorporation by Reference, Forms and XBRL- In this LawCast series I have been going through the rule amendments proposed by the SEC on October 11, 2017 following which I will go through rule amendments proposed earlier on July 13, 2016, which rules are slated for action this year.

Incorporation by Reference- Currently rules related to incorporation by reference are spread among a variety of regulations, including Regulation S-K, Regulation C, Regulation 12B and numerous forms. The proposed amendments would revise Item 10(d), Rule 411, and a number of SEC forms to simplify and modernize these rules while still providing all material information. Rule 12b-23 is proposed to be rescinded.  The amendments streamline the rules and further allow for incorporation by reference to eliminate duplicative disclosure.  The proposed rules will require a hyperlink to information that is incorporated by reference if the information is available on EDGAR.

The proposed rules specifically do not add or change the rules related to cross-references or other incorporation within the financial statements to other disclosure items.  There is a concern as to the impact on auditor review requirements if such links or changes are added.

Forms – The proposed amendments include several amendments to forms to conform with and implement all the changes in the rules.

XBRL – The proposed amendments would require all of the information on the cover pages of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F to be tagged in Inline XBRL in accordance with the EDGAR Filer Manual.

In the next LawCast in this series I will start a high level review of the July 13, 2016 proposed amendments.