Companies and their counsel should take note: The Securities and Exchange Commission had added some new Frequently Asked Questions and updated some staff interpretations that you'll want to take a look at.
The staff of the
Office of Interactive Disclosure recently published six new FAQs related to the SEC's
Interactive Data Disclosure rules.
The new
FAQs added March 4 relate to company extensions and instances.
As a
reminder, the Commission has slated a
March 23 public seminar to help companies and preparers comply with the XBRL reporting rules. Compliance Week will provide readers with coverage of that event in an upcoming edition.
Meanwhile, the staff of the
Division of Corporation Finance has been busy updating its
interpretations to address changes triggered by the new
Proxy Disclosure rule that took effect at the end of February.
With the
latest round of C&DIs, the staff added one new interpretation, revised two others, and withdrew six prior interpretations related to Regulation S-K to address changes in the reporting of equity awards in the Summary Compensation Table and Grants of Plan-Based Awards table under the rule.
Questions
119.04, 119.05, 119.11, 119.12, 119.15, and
120.05 were withdrawn to clean up interpretations that no longer apply because of the switch to reporting Grant Date Fair Value in the Summary Compensation Table and Grants of Plan-Based Awards Table.
The staff added new
Question 119.24, which relates to when and how to report an award when the compensation committee's right to exercise negative discretion precludes a grant date during the year in which it communicated the award terms and performance targets to the executive and in which the service inception date begins.
In that case, the staff's interpretation departs from strict adherence to the accounting treatment for the award to better reflect the compensation committee's decisions, but Mary Alcock, counsel in the law firm Cleary Gottlieb Steen & Hamilton, notes that the interpretation "seems limited to a specific, and in some ways extreme, set of circumstances," since negative discretion isn't often used in the context of equity awards.
The staff also revised
Question 119.16 and
Interpretation 220.01.
As previously noted, the interpretations follow other updates to reflect the new rule, as reported
here,
here, and
here.