SEC’s Division of Corporation Finance “Sample Letter to Companies Regarding Their XBRL Disclosures”

On September 7, 2023, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC” or “Commission”) published a sample comment letter (known as a “Dear Issuer” letter) to companies regarding their eXtensible Business Reporting Language (XBRL, which for purposes of this Update includes Inline XBRL) disclosures. The Division publishes “Dear Issuer” letters as a way to communicate the Division’s disclosure review program’s area of focus and to remind public companies of their disclosure obligations in connection with the same. This sample letter and other similar sample letters (currently totaling 18 letters) can be found here under “Other Staff Guidance and Sample Comment Letters.”   Other SEC guidance on XBRL and related disclosure required by Regulation S-T and the Edgar Filer Manual can be found in the Division’s compliance and disclosure interpretations under “Interactive Data” and on the home page of the SEC Office of Structured Disclosure.

The essential compliance point of the latest sample letter is that companies should ensure that their filings comply with applicable SEC rules that require XBRL tagging and other disclosure generally, including the specific XBRL compliance issues cited in the sample letter.  The Division may, in certain cases, require companies to provide supplemental information to the Division or to file an amendment to the relevant filing. See our Public Company Advisory Practice’s SEC Sample Comments on XBRL Disclosures for a more detailed discussion of the SEC sample comments and related matters.