On June 18th, the SEC adopted changes to the auditor independence rules with respect to the mandated analysis to determine if an auditor is independent when said auditor has a lending relationship with shareholders of an audit client. These changes were prompted by situations where existing rules capture relationships that otherwise do not bear on the impartiality and/or objectivity of the auditor. The amendments are designed to refine these rules to better focus on lending relationships that may reasonably influence an external auditor’s impartiality/objectivity. In doing so, the changes should improve the application of the Loan Provision to the benefit of investors while reducing compliance burdens.

The SEC has requested public comment on way to simplify and improve the exempt offering framework with the goal of expanding investment opportunities and promoting capital formation while maintaining appropriate investor protections. The Concept Release on Harmonization of Securities Offering Exemptions reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising.

On June 10, 2019, the SEC updated its list of unregistered entities that use misleading information to solicit primarily non-US investors, adding 11 soliciting entities, four impersonators of genuine firms, and nine bogus regulators.

With compliance dates approaching, reviewing the SEC’s mandate for operating companies and funds that they report their financial information in Inline XBRL (iXBRL) is important. These requirements date back to June 2018, when the SEC passed rules seeking to modernize and simplify financial reporting for these filers. Unlike traditional XBRL which produces a XML document containing only tagged, structured data that is difficult for a human reader to understand and interpret, iXBRL involves embedding XBRL data directly into an HTML filing so that the disclosure document is both human-readable as a formatted report of financial information and machine-readable since the tagged data can be collected and used in subsequent analyses in any number of ways. Using iXBRL improves the data’s usefulness, timeliness, and quality, which benefits investors, regulators, market participants, and other data consumers. Inline XBRL also reduces burdens and complexity to registrants and preparers as only one document containing both the formatted report and the structured data must be produced.

New filers seeking access to EDGAR must now use an updated online version of the Form ID EDGAR access application. This change went into effect June 10, 2019. The updated online version of Form ID provides applicants with enhanced user functions that should facilitate users’ abilities to save, complete, and upload the notarized Form ID authentication document.

On June 5th, the SEC voted to adopt new rules and interpretations that were designed to enhance the quality and transparency of retail investors’ relationships with investment advisers and broker-dealers. This brings the legal requirements and mandated disclosures in agreement with reasonable investor expectations while preserving access to various investment services and products in terms of choice and cost. These actions are meant to clarify the standards of conduct applicable to broker-dealers and investment advisers, help retail investors better understand and compare offered services and make an informed choice of the relationship best suited to their needs and circumstances, and support better consistency in the level of protections provided by each regime, particularly when a recommendation is made. Specifically, the rules enhance consumer protections while ensuring choices in: 1) the type of professional with whom consumers work, 2) the services they receive, and 3) how they pay for these services.

Version 5.0a of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR Release 19.2 and contains a number of improvements to XDX, a new edit window type for editing CSV and structured data sheets, a new look for the icons and buttons of the user interface, and a large underlying change to HTML editing. Additionally, this version contains support for the IFRS 2019 and DEI 2019 taxonomies.

On June 10, 2019, EDGAR Release 19.2 was released by the Securities and Exchange Commission. This release included new cover page tagging requirements for certain forms filed in Inline XBRL. Also new are a number of changes to Form MA and an enhanced “Application for EDGAR Access (Form ID)” that is available on the EDGAR Filer Management Website.

The SEC will be closed Monday, May 27 in observance of Memorial Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of May 27 will be due the following business day. Novaworks will also be closed on Memorial Day.

Starting with their first 10-Q filed for a fiscal period ending on or after June 15, large accelerated filers will be required to submit interactive data using Inline XBRL. Included in this transition are the new requirements, adopted by the SEC in March as part of the FAST Act Modernization and Simplification of Regulation S-K, to tag additional information that is visible on the cover page of Form 10-Q, Form 10-K and Form 8-K.

On May 10th, the SEC proposed a new package of rule amendments and interpretive guidance to better the framework for regulating cross-border security-based swaps transactions and market participants. Intended to improve regulation by pragmatically addressing implementation issues and efficiency concerns, the proposed rules will further harmonize the regulatory regime governing security-based swaps administered by the SEC with the regulatory regime administered by the Commodity Futures Trading Commission (CFTC). These rules primarily pertain to security-based swap dealers and major security-based swap participants (SBS Entities).

The SEC has released the draft version of the 2019 DEI taxonomy for public review. This taxonomy contains the elements required for the tagging of cover page data for Inline XBRL submissions and is open for public comment until June 6, 2019.

The SEC voted on May 9th to propose amendments to the accelerated filer and large accelerated filer definitions. These amendments would reduce costs for certain lower-revenue companies by more appropriately tailoring the types of companies that are categorized as accelerated and large accelerated filers while maintaining effective investor protections. Under these new amendments to Exchange Act Rule 12b-2, smaller reporting companies with less than $100 million in revenues would not be required to obtain an attestation of their internal control over financial reporting from an independent outside auditor. The key protections from the Sarbanes-Oxley Act of 2002, including independent audit committee requirements, CEO and CFO certifications of financial reports, and the requirement that companies continue to establish, maintain, and assess the effectiveness of their internal control, would not be altered by the proposed changes.

On May 3rd, the SEC proposed rule amendments to improve information that investors receive regarding the acquisition and disposition of businesses. The proposed amendments are also intended to facilitate more timely access to capital and reduce complexity and compliance costs.