May 2022 Newsletter

May, 2022

With Memorial Day behind us, the start of Summer is right around the corner (officially June 21). Time for barbecues, picnics, heading to the beach…

And this year, more rule proposals and final implementations with structured data requirements from the SEC!

Two new SEC proposals focused on investment management filers were published in May with an aim to protect investors. The first, called Investment Company Names, seeks to address names adopted by investment management companies that may be misleading to investors. Issuers would need to prepare new information about terminology used in fund names in Inline XBRL format. The second proposal, Enhanced Disclosures by Certain Investment Advisers and Investment Companies About ESG Investment Practices, would require companies to provide more information about their environmental, social, and governance (“ESG”) investment practices, to enable consistent, comparable information to protect investors.

The SEC published a final rule requiring Inline XBRL for Form 11-K, annual reports of employee stock purchase, savings and similar plans. In the final rule, the Commission allows a 3-year transition period for filers to submit financial statements, narrative, and numeric amounts in the narrative in the 11-K in machine-readable format.

In other promising developments, the Financial Data Transparency Act (FDTA) (renamed from FTA), has moved to the Senate. This important legislation directs the Department of the Treasury, Securities and Exchange Commission, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Bureau of Consumer Financial Protection, Federal Reserve System, National Credit Union Administration, and Federal Housing Finance Agency to implement data standards. The Municipal Securities Rulemaking Board (MSRB) is also directed to adopt data standards for information submitted to the MSRB’s Electronic Municipal Market Access (EMMA) repository.

Data standards are described in the bill as “…to include common identifiers, “…render data fully searchable and machine-readable”, “…enable high quality data through schemas, with …metadata documented in machine-readable taxonomy”, “be nonproprietary“, and “incorporate standards developed and maintained by a voluntary consensus standards body”, among other requirements.

XBRL US commented on the SEC proposal on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure. In our comment letter, we agreed with the proposed requirement that cybersecurity incidents and policies from public companies be reported in Inline XBRL. Further, we plan to convene a working group to create a prototype cybersecurity taxonomy to assist the Commission. Interested members, please contact info@xbrl.us.

XBRL US also commented on the SEC Collection of Interactive Data. We urged the Commission to continue including XBRL requirements in future proposals and final rules, and enhancing the quality of reported data with Data Quality validation rules. We also asked the Commission to consider XBRL-CSV in future rules for reporting situations that call for high-volume, consistent data. Read our letter.

XBRL US Events

Two-Part Webinar Series: Mastering New SEC XBRL Requirements for Investment Management Filers,
Tuesdays at 3 PM ET on May 24 and June 7.

Deadlines for investment management filers adhering to the SEC final rule, Securities Offering Reform for Closed-End Investment Companies start as early as August 1, 2022. Get up the learning curve quickly by attending this two-part series presenting feedback about rule implementation from the SEC, taught by XBRL experts with decades of experience working with investment management filers. Watch the session that was held on May 24. Register for the session on June 7.

Upcoming XBRL US Steering Committee and Other Member Meetings

The next Data Quality Committee meeting will be held on Wednesday, June 29, 2022. Get information about the Committee and register for this meeting: https://xbrl.us/dqc.

The Domain Steering Committee will meet Tuesday, June 21, at 2PM ET. https://xbrl.us/events/dsc-220621 – all XBRL US Members are invited to attend

The Communications Steering Committee will meet Tuesday, June 21, at 3 PM ET. https://xbrl.us/events/csc-220621 – all XBRL US Members are invited to attend

The Regulatory Modernization Working Group will meet Tuesday, June 14, at 3 PM ET. (membership@xbrl.us for details)

XBRL US Members are encouraged to attend and get involved.

XBRL US Members are committed to engaging and collaborating with other members, contributing to the standard through involvement of their teams, and striving to build awareness and educate the market. Members of XBRL US represent the full range of the business reporting supply chain.

Not yet an XBRL US member? Maybe it’s time to consider joining XBRL US for yourself ($55 – $525/ year) or your organization (fees vary, starting at $525 annually). Find out more about the benefits of membership and how to become involved by visiting https://xbrl.us/benefits.