On August 24th, the SEC proposed a new rule to aid in its administration of EDGAR. This new rule (Regulation S-T Rule 15 under General Rules and Regulations for Electronic Filings) should allow the SEC to continue to promote the integrity and reliability of EDGAR submissions at a time when submissions to the system are rapidly increasing in volume.
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Please be aware that there are two significant issues that are currently affecting filers: a) issues with HTML code generated by software other than GoFiler that can result in data loss if the HTML code contains no line returns; and b) SEC changes to the EDGAR system that are affecting the filing and acceptance response time and performance. The first issue has been addressed in a hotfix for GoFiler, which you can download and install by following the instructions in this notice. The second is not a problem with GoFiler but rather a general problem with the SEC changes to the EDGAR system. More information on that is also available in this notice.

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The SEC’s Division of Economic and Risk Analysis (DERA) recently released its analysis of custom tag usage in financial filings submitted to the SEC. The analysis covered XBRL financial data submitted with Forms 20-F, 20-F/A, 40-F and 40-F/A from January 2017 to December 2019 by filers preparing their reports using International Financial Reporting Standards (IFRS), which is issued by the International Accounting Standards Board. The analysis focused on trends in filers’ use of custom tags in their XBRL financial data for these forms during the last three years in two categories: 1) Financial statements (F/S) only and 2) F/S and notes.
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The SEC has released an additional statement concerning paper filing requirements given the ongoing logistical difficulties caused by the COVID-19 pandemic. The staff of the SEC’s Division of Corporation Finance is aware of the troubles encountered in submitting certain forms (other than Forms 144) in paper given the spread of COVID-19.
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The staff of the SEC’s Division of Corporation Finance states that the Division is aware of logistical difficulties of submitting Forms 144 in paper given the ongoing impact of the COVID-19 pandemic. Given ongoing health and safety concerns related to COVID-19, the staff will not recommend enforcement action if Forms 144 filed in paper under Rules 101(b)(4) or 101(c)(6) of Regulation S-T are submitted via email in lieu of mailing or delivering the paper form to the SEC if the filer or submitter attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.
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On June 29th, the SEC issued an order to update the filing threshold for broker-dealers’ Form 17-H filings made pursuant to Exchange Act Rules 17h-1T and Rule 17h-2T. The threshold has not been updated in nearly 30 years. In 1992, the SEC adopted the 17h Rules, which set forth specified recordkeeping and reporting requirements for certain broker-dealers that are part of a holding company structure. This was pursuant to the Market Reform Act of 1990. Broker-dealers that do not hold customer funds or securities, owe money or securities to customers, or otherwise carry the accounts of or for customers are exempt from the 17h Rules. This exemption applied provided that these broker-dealers maintain capital, including subordinated debt, of less than $20 million.
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The SEC reminds filers who have taken advantage of temporary relief measures regarding access to the EDGAR system that the required notarized authentication document must be submitted within 90 days of submitting the access application. This temporary relief (Temporary Final Rule 10(c)) was enacted because of the ongoing impacts of the COVID-19 pandemic which may have made it difficult for filers to obtain notarized documentation in a timely fashion.
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Starting with their first 10-Q filed for a fiscal period ending on or after June 15, accelerated filers will be required to submit interactive data using Inline XBRL. Included in this transition are requirements, adopted by the SEC in March 2019 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 4th, the SEC’s Division of Corporation Finance released information for filers related to disclosure requirements during the COVID-19 pandemic. Because this information relates to unique circumstances arising from COVID-19, the SEC is not including them within its Compliance and Disclosure Interpretations. The FAQs below may be supplemented or amended as the situation with the pandemic continues to evolve.
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On April 23rd, the SEC’s Division of Corporation Finance released a statement regarding the requirements for certain paper documents given the impacts of the COVID-19 pandemic. The staff of the division recognizes that submitting particular forms (with the exception of Forms 144) may be difficult in the current circumstances. Continue reading "SEC Statement Regarding Requirements for..." »

The SEC has announced that the Division of Investment Management is extending the EDGAR filing window on April 29, 2020 from 5:30 pm to 10:00 pm EDT. This extension applies to registered investment companies and business development companies. The extension is intended to help ameliorate the potential filing delays due to the ongoing impacts of the COVID-19 pandemic. Continue reading "EDGAR Filing Window Extension on April 29, 2020..." »

With the release of EDGAR 20.1.1, the Securities and Exchange Commission updated EDGAR to accept the US GAAP 2020 taxonomy among other new taxonomies. Even though previous taxonomies are still accepted by EDGAR, it’s always a good practice to transition your SEC filings as soon as possible after the SEC accepts the new taxonomy year.
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On April 8th, the SEC voted to adopt rule amendments to implement certain provisions of the Small Business Credit Availability Act (the BDC Act) and the Economic Growth, Regulatory Relief, and Consumer Protection Act (the Registered CEF Act) relating to business development companies and other closed-end funds. Business development companies (BDCs) are a type of closed-end fund that primarily invests in small and developing companies. As directed by Congress, the rules will allow BDCs and other closed-end funds to use the securities offering rules that are already available to operating companies. These amendments are designed to improve registration and communications processes for BDCs and registered closed-end funds. Through that, the changes will provide important benefits to market participants and investors, including advancing capital formation and modernizing and streamlining disclosures. Further, the reforms will allow eligible funds to engage in a streamlined registration process that has long been available to operating companies, including modernized communications and prospectus delivery procedures and requirements. Through this, BDCs and other closed-end funds will be better able to respond to market opportunities.
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The SEC’s latest update to the published CUSIP database contained an internal formatting change that causes additional whitespace in the CUSIP data. This is in turn causing issues when users check CUSIPs using the tools available in Form 13F View. This problem will be resolved in our next update (currently scheduled for April 20). Until then, we are providing the following workaround for users.

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On April 3rd, the SEC released a statement concerning the importance of high-quality financial reporting given the significant impacts of the ongoing COVID-19 pandemic. Along with other divisions and offices of the SEC, the Office of the Chief Accountant (OCA) is closely monitoring the issues raised by COVID-19 on investors and global capital markets. The pandemic has presented a serious challenge with significant implications for financial reporting, national markets, and the US economy more generally.
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