The SEC’s XBRL Interactive Data l Securities Lawyer 101
The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use. XBRL interactive data uses a standardized set of tags to consistently identify data in embedded text. Issuers must identify each piece of data in its financial statements according to a standard list of tags assigned to the particular type of data. Using XBRL, the issuer must “tag” financial information so that software applications will automatically recognize the information.
By tagging the information, investors and shareholders are able to locate, download and reorganize selected data using software applications. These tags permit XBRL and other software applications to render tagged data in a predictable and consistent format.
A public company that maintains a corporate website must post its financial statements as an interactive data file on its website by the earlier of the end of the calendar day when the filing is made with the SEC or is required to be filed with the SEC. The XBRL file must remain on the issuer’s website for at least 12 months.
SEC staff reviews XBRL interactive data files to detect significant omissions of required information such as determining whether an issuer’s filing includes all required exhibits or files. The Office of Interactive Data works with the Division of Corporation Finance to identify common interactive data file errors or trends that can be communicated to issuers.
The SEC has indicated that the agency uses interactive data to:
Analyze public-company disclosures;
Assess how rule-making or accounting standard setting affects public companies; and
Accumulate data for analyses by other SEC divisions including the Office of the Chief Accountant, the Division of Corporation Finance, the Division of Economic and Risk Analysis, and the Division of Enforcement.
The SEC has indicated it relies on interactive data to support its accounting quality model initiative, under which the staffs of different SEC divisions or departments use customized software and other tools to automatically screen, analyze, and compare registrants’ financial information to identify financial reporting outliers, anomalies, and other “red flags”.
The SEC provides guidance on the use of XBRL interactive data on its XBRL portal. The guidance includes SEC staff interpretations and FAQs and Division of Corporation Finance Compliance and Disclosure Interpretations.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
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Brenda Hamilton, Securities Attorney
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