The SEC will be closed Monday, May 27 in observance of Memorial Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of May 27 will be due the following business day. Novaworks will also be closed on Memorial Day.

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Starting with their first 10-Q filed for a fiscal period ending on or after June 15, large accelerated filers will be required to submit interactive data using Inline XBRL. Included in this transition are the new requirements, adopted by the SEC in March as part of the FAST Act Modernization and Simplification of Regulation S-K, to tag additional information that is visible on the cover page of Form 10-Q, Form 10-K and Form 8-K.

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On May 10th, the SEC proposed a new package of rule amendments and interpretive guidance to better the framework for regulating cross-border security-based swaps transactions and market participants. Intended to improve regulation by pragmatically addressing implementation issues and efficiency concerns, the proposed rules will further harmonize the regulatory regime governing security-based swaps administered by the SEC with the regulatory regime administered by the Commodity Futures Trading Commission (CFTC). These rules primarily pertain to security-based swap dealers and major security-based swap participants (SBS Entities).

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The SEC has released the draft version of the 2019 DEI taxonomy for public review. This taxonomy contains the elements required for the tagging of cover page data for Inline XBRL submissions and is open for public comment until June 6, 2019.

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The SEC voted on May 9th to propose amendments to the accelerated filer and large accelerated filer definitions. These amendments would reduce costs for certain lower-revenue companies by more appropriately tailoring the types of companies that are categorized as accelerated and large accelerated filers while maintaining effective investor protections. Under these new amendments to Exchange Act Rule 12b-2, smaller reporting companies with less than $100 million in revenues would not be required to obtain an attestation of their internal control over financial reporting from an independent outside auditor. The key protections from the Sarbanes-Oxley Act of 2002, including independent audit committee requirements, CEO and CFO certifications of financial reports, and the requirement that companies continue to establish, maintain, and assess the effectiveness of their internal control, would not be altered by the proposed changes.

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On May 3rd, the SEC proposed rule amendments to improve information that investors receive regarding the acquisition and disposition of businesses. The proposed amendments are also intended to facilitate more timely access to capital and reduce complexity and compliance costs.

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On April 24th, the SEC announced the agenda for its May 31st forum that will discuss distributed ledger technology and assets. This conference, which is the 2019 FinTech Forum, will be held by the SEC’s Strategic Hub for Innovation and Financial Technology (FinHub) and will begin at 9:30 am EST in Washington, DC at the SEC’s Headquarters. It will be open to the public on a first-come, first-serve basis.

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On April 1, 2019, EDGAR Release 19.1.1 was released by the Securities and Exchange Commission. This release included a new “confidential” flag for NPORT-P and NPORT-NP filings as well as changes to the Dissemination Rule for N-PORT filings. Additionally, filers are now allowed submit NPORT-EX as an attachment to NPORT-P and NPORT-NP after August 31, 2019.

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Version 4.26b of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR Release 19.1.1 and contains a number of improvements to Form N-CEN View and Form N-PORT View. Additionally, this version contains new functions for XDX, support for the XBRL Previewer for EDGAR 19.1.1, and improvements to some general EDGAR tools.

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On March 20th, the SEC proposed rule amendments that would implement certain provisions of the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief, and Consumer Protection Act. These amendments would improve access to capital and facilitate investor communications by business development companies and registered closed-end funds. Business-development companies (BDCs) are closed-end funds established by Congress that primarily invest in small and developing companies. Building on offering practices already in use by operating companies, the proposed amendments would modify the registration, communications, and offering processes available to BDCs and registered closed-end funds to be more streamlined and cost efficient in selling securities in response to market opportunities. Continue reading "SEC Proposes Offering Reforms for Business..." »

The next release of GoFiler, version 4.26b, has been scheduled for release on Friday, March 29. Please note that this deviates from our normal update schedule. This change has been made to ensure that users will have uninterrupted access to all of the filing tools should they require the updates for EDGAR 19.1.1, which is due for release by the SEC on April 1.

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On March 20th, the SEC adopted amendments to modernize and simplify disclosure requirements in Regulation S-K for public companies, investment advisers, and investment companies. Like previous amendments, these changes are consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act and are based on recommendations in the staff’s FAST Act Report and a broader review of the SEC’s disclosure rules. These changes are expected to benefit investors through eliminating outdated and unnecessary disclosure while improving the readability and navigability of company disclosures. They should also reduce repetition and the disclosure of irrelevant and immaterial information. In addition, these amendments are expected to reduce costs and burdens on registrants.

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The SEC will hold a public forum discussing distributed ledger technology (DLT) and digital assets on May 31st, 2019. The Commission’s Strategic Hub for Innovation and Financial Technology (FinHub) is organizing the forum, which was announced as part of the launch of FinHub last year. FinHub’s mission concerns maintaining active engagement with market participants about emerging financial technologies. As the second such meeting hosted by FinHub, the forum will focus on fostering greater communication and understanding around issues involving DLT and digital assets. It will feature panelists from industry and academia who will explore topics like initial coin offerings, digital asset platforms, DLT innovations, and the impact these technologies have on markets and investors.

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With the last EDGAR release, the Securities and Exchange Commission updated EDGAR to accept the US GAAP 2019 taxonomy among other new taxonomies. It’s always a good practice to transition your SEC filings as soon as possible when the SEC accepts the new taxonomy year.

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The SEC announced a second fee rate advisory for 2019 on March 12 which will take effect on April 16, 2019. Under this new rate, the fees applicable to most securities transactions will be set at $20.70 per million shares. Accordingly, each SRO will continue to pay the SEC a rate $13.00 per million for covered sales occurring on charge dates through April 15, 2019. That rate will increase as specified to the new rate on charge dates on or after April 16, 2019. This rate is commensurate with rates published prior to 2018. As noted in the last advisory, 2018 saw a lower fee rate as a result of a substantially higher dollar amount of covered sales.

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