SEC Proposing Release Re XBRL

By: Cydney Posner

The SEC has just issued a proposing release to establish a voluntary program allowing companies to file supplemental financial information using eXtensible Business Reporting Language (XBRL). The SEC also issued a companion concept release.  This program is expected to begin in early 2005, with the 2004 calendar year-end reporting season.

Under the proposing release, companies would be able to voluntarily furnish XBRL data in exhibit 100 to specified EDGAR filings under the Exchange Act and the Investment Company Act. The XBRL documents would be submitted either with the official EDGAR filing, with a Form 8-K or Form 6-K that would reference the filing or with a later amendment; however, volunteers could not submit the XBRL documents before filing the related official document and would be encouraged to submit the XBRL documents with the initial filing. In addition, the XBRL documents would be required to reflect the same financial information, prepared under U.S. GAAP, as would appear in the EDGAR financial statements and/or earnings information (whether contained in the body of the related report or in an exhibit and whether filed or furnished). Companies choosing to participate in the voluntary program would also continue to file their financial information in HTML or ASCII format, as currently required. Volunteers would be free to submit their XBRL exhibits regularly or from time to time and could stop or start as they choose. The supplemental information would be furnished rather than filed, and investors would be urged to rely on the "official" filing.

Data tagging is intended to provide greater context to data through standard definitions that turn text-based information, such as EDGAR filings, into documents that can be retrieved, searched and analyzed through automated means. Tags give data an identity and context that can be understood by a variety of different software applications that allow the data to interface with databases, financial reporting systems and spreadsheets. This capability enables investors and other marketplace participants to analyze data from different sources and permits the automatic exchange of financial information across various software platforms, including web services.

This content is provided for general informational purposes only, and your access or use of the content does not create an attorney-client relationship between you or your organization and Cooley LLP, Cooley (UK) LLP, or any other affiliated practice or entity (collectively referred to as “Cooley”). By accessing this content, you agree that the information provided does not constitute legal or other professional advice. This content is not a substitute for obtaining legal advice from a qualified attorney licensed in your jurisdiction and you should not act or refrain from acting based on this content. This content may be changed without notice. It is not guaranteed to be complete, correct or up to date, and it may not reflect the most current legal developments. Prior results do not guarantee a similar outcome. Do not send any confidential information to Cooley, as we do not have any duty to keep any information you provide to us confidential. This content may be considered Attorney Advertising and is subject to our legal notices.