May/June 2018 Newsletter

On June 28, 2018, the Securities and Exchange Commission voted 4 to 1 to approve the final rule transitioning operating companies and mutual funds to Inline XBRL. XBRL will continue to be part of disclosure controls and procedures and assurance continues to not be required for XBRL financials. Operating companies will phase in over a three year period, with large accelerated filers submitting in US GAAP complying for fiscal periods starting June 15, 2019; accelerated filers, for fiscal periods starting June 15, 2020; and all others, June 15, 2021. Funds will phase in over three years, with large funds initially complying two years after the effective date; small funds in three years after the effective date.

Read the fact sheet: https://www.sec.gov/news/press-release/2018-117
Read the final rule: https://www.sec.gov/rules/final/2018/33-10514.pdf

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On June 19, 2018, the Securities and Exchange Commission published their draft Strategic Plan for 2018-2022 which contains five goals, one of which is to “Elevate the SEC’s performance by enhancing our analytical capabilities and human capital development.” The Commission has adopted five strategies to reach this goal including the expanded use of data analytics.

Read the Strategic Plan: https://www.sec.gov/files/sec-strategic-plan-2018-2022.pdf

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The SEC has published a request for comment (RFC) on Fund Retail Investor Experience and Disclosure. The RFC is seeking public comment from individual investors and other interested parties on enhancing disclosures by mutual funds, exchange-traded funds (“ETFs”), and other types of investment funds to improve the investor experience and to help investors make more informed investment decisions. The SEC wants to learn how investors use these disclosures and how funds can improve disclosures to help retail investors make decisions. They are particularly interested in the delivery, design, and content of fund disclosures, including whether structured formats would be helpful. Comments are due October 31, 2018.

Read the SEC Request for Comment: https://www.sec.gov/rules/other/2018/33-10503.pdf

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The SEC has published a rule proposal to require registered investment advisors and broker-dealers to provide a brief relationship summary to retail investors about relationships and services the firm offers, standard of conduct, and fees and costs associated with those services, specified conflicts of interest, and whether the firm currently has reportable legal or disciplinary events. Retail investors would receive the relationship summary at the beginning of a relationship with a firm, and would receive updated information following a material change.The document would be filed with the SEC and the Commission asks if the document should be in structured format.

Read the SEC Request for Comment: https://www.sec.gov/rules/proposed/2018/34-83063.pdf

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On May 3, the Securities and Exchange Commission’s Scott Baugess spoke at the Financial Information Management Conference 2018. Highlights from his speech:

“The key innovation of our developing disclosure technology is making machine accessibility invisible to the rendering of a document for human readability. This is illustrated well by a recently proposed rule that would require SEC reporting companies to file their periodic reports in Inline XBRL … this standardized data can be combined with other relevant financial information and market participant actions to establish patterns that may warrant further inquiry. And that can ultimately lead to predictions about potential future registrant behavior. These are precisely the types of algorithms that staff in DERA are currently developing… the agency’s commitment to investor protection involves the use of sophisticated data analytics to ensure that we have insight into the market, particularly as we seek potential market misconduct.”

Read the summary: https://xbrl.us/news/sec-20180503
Read the speech: https://www.sec.gov/news/speech/speech-bauguess-050318

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On June 7, the House Financial Services Committee approved H.R. 5054 with a vote of 32 – 23. This bill will likely be going to the full House for a vote. A similar bill that went to the last Congress was voted on 44-11 in favor of moving it forward. This time around, the bill appears to have received less support with every Democrat and one Republican voting against it. The day prior to the meeting, XBRL US delivered a letter to Congressman David Kustoff, the sponsor of H.R. 5054 and to the members of the U.S. House Financial Services Committee, to express concerns over the XBRL exemption for small companies in the bill. The legislation proposes to exempt small companies, defined as those with revenue less than $250 million, from submitting their filing in computer-readable (XBRL) format.

Read the letter: https://xbrl.us/wp-content/uploads/2018/06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-6-2018.pdf

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XBRL US’ annual XBRL Investor Forum 2018: Powering Fintech, will feature Securities and Exchange Commissioner Robert J. Jackson, as keynote speaker. Commissioner Jackson, who was sworn in as SEC Commissioner on January 11, 2018, came to the Commission from NYU School of Law, and prior to that from Columbia Law School. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. The half-day forum takes place on November 8, 2018 and is hosted by Baruch College’s Zicklin School of Business in the Newman Conference Center – 55 Lexington Avenue, New York, NY. The program was developed by XBRL US, and is held in sponsorship with CFA Institute and CFA Society New York.

Read the release: https://xbrl.us/news/investor-forum1018
View the agenda: https://xbrl.us/forum
Register to attend: https://xbrl.us/forum-reg

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The XBRL US Data Quality Committee (DQC) has approved, finalized, and published its 6th ruleset which includes validation checks for filings prepared using the US GAAP Financial Reporting Taxonomy and the IFRS Taxonomy. DQC rules and guidance are designed to be used by issuers to identify and correct errors in their SEC filings. The rules were exposed for a public review period which ended on May 7, 2018.

Read the release: https://xbrl.us/news/dqc-20180531
See the rules: https://xbrl.us/data-quality/rules-guidance
Identify software approved to run the rules: https://xbrl.us/data-quality/certification

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On Friday, May 18, XBRL US submitted a letter commenting on the SEC proposal for Investment Company Liquidity Disclosure, which expands on the disclosure rules for investment companies which were modernized through a final ruling on October 13, 2016. In that final ruling, Investment Company Reporting Modernization, the Commission revised disclosure requirements for investment companies, and required that the data be made available in structured data format. While they considered choosing the XBRL standard, ultimately the Commission opted for the development of an XML schema.

The XBRL US letter provides feedback to the latest SEC proposal on Investment Company Liquidity Disclosure, and also expresses concerns about the decision to choose XML over XBRL in the final ruling made on October 13, 2016.

Read the letter: https://xbrl.us/wp-content/uploads/2018/05/XBRL-US-Comment-Letter-RE-Release-No.-IC-33046-File-No.-S7-04-18.pdf

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Revenue Recognition: Impact of the New Accounting Standard on XBRL – June 4, 2018
The new revenue recognition standard (Update No. 2014-09; ASC 606) is now effective for public companies. Attend this session to find out from the FASB how the US GAAP Financial Reporting Taxonomy has been adapted to handle the new requirements; and learn from the XBRL US Data Quality Committee how to prepare good quality XBRL financials according to the new standards.

Watch the replay: https://xbrl.us/events/20180604

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Al Berkeley, Chairman, Princeton Capital Management, discusses H.R. 5054, a bill which aims to reduce the burden on small companies through an XBRL exemption for small filers. The blog points out that while the intent is good, the repercussions of the passage of an exemption like this, are anything but. The rationale for the exemption is based on two misperceptions: first, that the cost of XBRL preparation is so high that small companies are shying away from going public because of it; and second, that investors aren’t using data in XBRL format anyway. Arguments made to support this bill contain inaccuracies, often based on outdated studies and data. This blog seeks to set the record straight.

Read the post: https://xbrl.us/xusnews/pov

• US Public Companies Need to Stay Relevant In a Digital Age
  John Turner, CEO, XBRL International – https://xbrl.us/digital-age-relevance
• SEC Sites Add the “S” in “httpS://”
  Herm Fischer, XBRL Developer, Mark V Systems Limited – https://xbrl.us/sec-https
• Bankers Need More Pieces of the Financial Puzzle
  Campbell Pryde, President and CEO, XBRL US – https://xbrl.us/financial-puzzle

At this meeting, industry leaders will participate in discussions and plans for developing guidance and rules for use by public companies complying with the XBRL requirements of the US Securities and Exchange Commission.

Get information about the Committee and register to attend: https://xbrl.us/dqc

• The Domain Steering Committee meeting will be Thursday, July 5 at 3 PM ET.
• The Communications Steering Committee is on hiatus until Fall.

  Upcoming XBRL US Meetings: https://xbrl.us/membership

XBRL US Members are invited to attend and get involved. Email membership@xbrl.us for details.

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