SEC Issues “Sample Letter” Regarding XBRL Disclosure

On September 7, 2023, the SEC staff issued a new “sample letter” regarding XBRL disclosures, which provides examples of comments that it may issue to companies during its review of SEC filings such as annual reports and registration statements. 

Among other things, the sample letter includes comments regarding: 

  • Inline XBRL, reminding issuers that their filings must include the required Inline XBRL presentation in accordance with Item 405 of Regulation S-T;
  • Consistent disclosure of the common shares outstanding reported on the cover page compared to the balance sheet (e.g., some issuers have presented the whole amount on the cover page versus the amount in thousands in the balance sheet);
  • The use of different XBRL elements to tag the same reported line item on the income statement from period to period;
  • The use of custom tags, which should only be used when an appropriate tag does not exist in the standard taxonomy; and
  • Pay versus performance disclosure (which does not apply to foreign private issuers).

We will continue to monitor developments in this area and welcome any queries you may have.