SEC to Hold Seminar on XBRL Reporting Compliance
Securities Alert

by Vincent J. Pisano, Phillip J. Kardis II . February 26, 2010

On February 23, 2010, the Securities and Exchange Commission (“SEC”) announced that it will conduct a public seminar on March 23, 2010, to provide assistance to companies and preparers of financial reports regarding compliance with the SEC’s rules requiring financial reports to be filed using eXtensible Business Reporting Language (“XBRL”). The full text of the SEC’s press release is set forth below:

SEC Staff to Hold Seminar to Help Companies Comply With XBRL Reporting Rules

FOR IMMEDIATE RELEASE
2010-25

Washington, D.C., Feb. 23, 2010 — Securities and Exchange Commission staff will conduct a public seminar next month to help companies and preparers comply with rules that require financial reports to be filed using eXtensible Business Reporting Language, (XBRL), which can provide investors quicker access to the data they want in a format that's easily used, searched and analyzed.

The seminar will help answer frequently asked questions about the rules and technology requirements. SEC staff will present information to help corporate filers understand how to comply with the rules.

SEC staff also will provide an overview of the XBRL taxonomy — the list of tags associated with Generally Accepted Accounting Principles (U.S. GAAP). Staff also will discuss the recently announced role of the Financial Accounting Foundation in maintaining that taxonomy in conjunction with its GAAP standard-setting activities. SEC staff will provide guidance on other tools and information available to assist with compliance.

To ensure that the seminar is responsive to the needs of companies and preparers, the SEC staff is seeking suggested questions and topics to be discussed at the seminar. Interested parties should e-mail their questions to Ask-OID@sec.gov and include "Public Education Seminar" in the subject line.

The seminar will be held on March 23 beginning at 1 p.m. ET in the auditorium at the SEC's headquarters (100 F Street N.E. in Washington D.C.). The event also will be webcast on the SEC Web site.

Seating for the seminar will be on a first-come, first-served basis. Reasonable accommodations for persons with disabilities attending this event in person can be arranged by submitting a request to  three business days prior to the event. Captioning will be provided on the SEC webcast.

For additional information about the seminar, contact  or (202) 551-4144.[i]

What is XBRL?
XBRL, eXtensible Business Reporting Language, is a language used to communicate business and financial information in an interactive data format.  Interactive data, such as data created by filings using XBRL, allows investors and others to extract specific information from within a company’s public filings and compare it to information from other companies’ performance in past years or industry averages.[ii] Using XBRL, companies tag, or code, each piece of data in their financial statements; readers can then use XBRL software to assemble the financial information in a user-friendly, readable report.

SEC Requirements for Financial Reporting using XBRL
On January 30, 2009, the SEC adopted rules requiring companies to provide certain financial statement information (primary financial statements, schedules, notes and some company identifier information) in XBRL interactive data format.[iii]  These rules are part of the SEC’s efforts to make public filings more accessible to investors and to help companies eventually automate preparation of business information included in regulatory filings. 

The SEC has established a phase-in schedule for the XBRL reporting requirement, which applies to the following types of filers beginning with the filers’ first periodic report on Form 10-Q, 20F or 40F, as the case may be, for fiscal periods ending on or after the following dates:

June 15, 2009             
Domestic and foreign large accelerated filers (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) using U.S. GAAP and which have a public float above $5 billion as of the end of the second fiscal quarter of their most recently completed fiscal year.

June 15, 2010             
All other domestic and foreign large accelerated filers using U.S. GAAP.

June 15, 2011             
All remaining filers using U.S. GAAP, including smaller reporting companies (as defined in Rule 12b-2 under the Exchange Act), and all foreign private issuers that prepare their financial statements in accordance with International Financial Reporting Standards.

XBRL financial information is required to be included as an exhibit to each SEC filing in addition to, but not in replacement of, the financial statements that are otherwise required in the filing.  Filers must provide financial statements, including all footnotes and schedules thereto, in XBRL format.  Initially, filers will be permitted to XBRL tag footnotes and schedules to financial statements individually as a block of text.  After one year of XBRL reporting, filers must tag the detailed quantitative disclosures within the footnotes and schedules, and are permitted, but not required, to tag each narrative disclosure.[iv]

Contacts:
Vincent J. Pisano, +1.212.536.4810, vince.pisano@klgates.com
Phillip J. Kardis II, +1.202.778.9401, phillip.kardis@klgates.com

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This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.