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XBRL Affects Form 10-Q, Even If It Doesn't Apply to Your Company Yet

(The following post originally appeared on ONSecurities, a top Minnesota legal blog founded by Martin Rosenbaum to address securities, governance and compensation issues facing public companies.)

May 8, 2009

The SEC's adopting release for its mandatory XBRL rules was effective on April 13, 2009. The very largest public companies have been scrambling to comply with these rules, which apply to them starting with the first 10-Q containing financial statements for a period ending on or after June 15, 2009 - they will need to be ready to provide their financial statements in interactive data format using eXtensible Business Reporting Language (XBRL). But other companies are not subject to the rules until mid-2010 (2011 for smaller reporting companies). Do these other companies need to be concerned with the XBRL rules right now?

The answer is yes, at least in the cover page of Forms 10-Q and 10-K. The release adds a "check the box" paragraph for the issuer to indicate whether it has submitted Interactive Data Files required to be posted during the preceding 12 months (or for such shorter period that it was so required)." There was a lot of discussion among practitioners regarding whether the new language for the cover page is required to be included for all filings on and after April 13, 2009 (the effective date of the Release), or only after the issuer is subject to the phased-in rules to submit an XBRL file with those filings.

The answer is that all issuers need to include the new language for all 10-Q and 10-K filings on and after April 13, 2009, but the issuers should leave the boxes unchecked because the interactive data files are not yet required to be filed. The SEC's Division of Corporation Finance has confirmed this in a Compliance & Disclosure Interpretation, CD&I 105.04 . The boxes should remain unchecked (blank) until the issuer becomes subject to the XBRL rules, generally in 2010 or 2011.

For those wanting more basic information on XBRL, see the Small Entity Compliance Guide recently released by the SEC.

The adoption of XBRL may be the principal legacy of Christopher Cox as Chairman of the SEC. You can still witness one of Cox's many "road show" speeches, touting the virtues of XBRL, on YouTube. Almost makes you forget the criticism of Cox for his laissez faire approach to regulation, leading to John McCain's pledge to fire him.


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