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SEC Adopts Rules Requiring Companies to Provide Interactive Financial Data

The SEC has adopted rules requiring companies to provide financial statements, accompanying notes and any required schedules to the financial statements in an interactive data format using the eXtensible Business Reporting Language (XBRL). The new rules do not change substantive disclosure requirements under the federal securities laws and regulations, but add a requirement to include financial statements in XBRL format as an exhibit to Exchange Act reports and some Securities Act registration statements.

In this format, financial statement information can be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software, and used within investment models in other software formats. The SEC believes that the new interactive data format will enable investors to capture and analyze financial information more easily and at lower cost, thus increasing the amount of financial data available to investors to consider for all filers, and providing increased investor awareness of smaller companies due to readier availability of their financial data.

Companies will be required to tag their financial statements using one or more of the five standard industry-specific lists of tags for U.S. GAAP reporting or the most recent list of tags for international financial reporting. The tags identify financial data using standard accounting terminology, and the tag lists include descriptive labels, definitions, and references to U.S. GAAP and SEC regulations. The data are tagged using commercially available software.

A filer must post the interactive data on its corporate website on the same day as filed.

Companies become subject to the interactive data requirement according to the following schedule:

Type of Filer First Report to Include Interactive Data

U.S. GAAP filers with
common equity float over
$5 billion as of end of
second quarter of last
fiscal year


Form 10-Q, Form 20-F or Form 40-F for fiscal period ending after June 15, 2009


Other large accelerated U.S. GAAP filers


Form 10-Q, Form 20-F or Form 40-F for fiscal period ending after June 15, 2010


All other (including IFRS) filers


Form 10-Q, Form 20-F or Form 40-F for fiscal period ending after June 15, 2011


All financial statements must be data-tagged, but requirements to tag footnotes and schedules become applicable to a filer over its first year of compliance.

For more information on the content of this alert, please contact David C. Fischer at 212.407.4827.

Circular 230 Disclosure: To ensure compliance with Treasury Department rules governing tax practice, we inform you that any advice contained herein (including any attachments) (1) was not written and is not intended to be used, and cannot be used, for the purpose of avoiding any federal tax penalty that may be imposed on the taxpayer; and (2) may not be used in connection with promoting, marketing or recommending to another person any transaction or matter addressed herein.