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Foreign Private Issuers Shift to XBRL Detailed Tagging

Client Advisory

June 8, 2012

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.


Questions regarding this advisory should be addressed to Steven J. Glusband (212-238-8605, glusband@clm.com) or Gideon Even-Or (212-238-8658, evenor@clm.com).



Carter Ledyard & Milburn LLP uses Client Advisories to inform clients and other interested parties of noteworthy issues, decisions and legislation which may affect them or their businesses. A Client Advisory does not constitute legal advice or an opinion. This document was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. © 2017 Carter Ledyard & Milburn LLP.
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