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This spring most foreign private issuers submitted for the first
time financial statement information using eXtensible
Business Reporting Language ("XBRL"), completing
the first step of the final phase of the implementation of the XBRL
filing program. Although these issuers certainly felt the
additional burden, the first filing had significantly reduced
requirements, allowing "block tagging" of notes to the
financial statements and the financial statement
schedules. Future filings with the Securities and Exchange
Commission ("SEC") that contain financial statements for
a period ending after June 15, 2012 will have to include detailed
tagging of footnotes and schedules.
In most instances, this additional requirement will kick in with
respect to its next annual report on Form 20-F. However, this
requirement will kick in earlier for those foreign private issuers
that must file current interim financial statements for periods
ending after June 15, 2012 with the SEC. This earlier
requirement will apply to those foreign private issuers who are
subject to the nine-month updating requirement of Item 8.A.5 of
Form 20-F, including those issuers who must keep outstanding shelf
and resale registration statements current.
Footnote Tagging
The SEC rules require that financial statements for periods
ending after June 15, 2012, including their notes and schedule
information, be tagged in compliance with Regulation S-T and the
EDGAR Filer Manual.
Under Rule 405 of Regulation S-T, any issuer that files its
financial statements for a fiscal period that ends on or after June
15, 2012, must also tag:
each significant accounting policy within the significant
accounting policies footnote tagged as a single block of text;
each table within each footnote tagged as a separate block of
text; and
within each footnote, each amount (i.e., monetary
value, percentage, and number).
Generally, the interactive data files are subject to the same
filing deadlines as the periodic or immediate
reports. However, the SEC provides a 30-day grace period for
an issuer's first XBRL submission with detailed tagging of the
notes to the financial statements and financial statement
schedules.
Temporary Relief for IFRS Filers
The SEC has not yet approved a taxonomy for use by foreign
private issuers that prepare their financial statements in
accordance with IFRS as issued by the IASB. Such foreign
private issuers are not required to submit interactive data files
to the SEC (or post them on their corporate websites) until the SEC
endorses the relevant taxonomies.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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