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Insider Trading Arrangements Quarterly Disclosure and Tagging Requirements - Are you Ready?

5

Opmerkingen

14 opmerkingen

  • JENNIFER BARTLETT

    Hi Community, has anyone seen any kind of examples for how the new disclosures should look? I've mocked up disclosures for my company, but I'm dying to have something to compare them to!

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  • JENNIFER BARTLETT

    Thanks, Jake! I must have been searching on the wrong thing.

    I'm actually tagging my mock-up right now which is part of what prompted me to ask my question. The new ECD taxonomy makes tagging super easy. You have to be migrated to the 2023 taxonomy. If you are (or once you do), the ECD will already be enabled. I migrated to the 2023 taxonomy for Q1, so today, when I turned on XBRL, the ECD was just there; I didn't have to do anything. I made sure that the Item 5 section was not marked "Disable XBRL for this section" in the Section Properties panel. Then, I just started adding facts and dragging the tags over from the ECD "Static" tab. There are only so many tags to choose from, so it sort of helps you craft your disclosure.

    My question was prompted by the "Trading Arrangement Duration" tag and the lack of "Effective Date" and "End Date" tags. Since 10b5-1 compliant trading arrangements must include a cooling off period, it seemed to make sense that the SEC would want to see evidence of that. Just showing the adoption date and the duration (say, 6 months) doesn't really give a lot of detail.

    My next questions are: (1) if I decide to add extended tags for "Effective Date" and "End Date," do I need to create a new section in the Editable XBRL outline to hold them? (2) The "Flag" tags...they're boolean, so does that mean checkboxes like on the cover or will "yes" or "no" work?

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  • Jake Roldan

    Hi Jennifer - thanks for the insight on the ECD taxonomy. I was unsure how to access for item 5 tagging purposes. I agree that the SEC would want to see evidence of the required cooling off period. Will have to dig into that a bit more. I am looking forward to the answers to your 2 questions at the end.

    -1
  • Donnie Smith

    If our Company didn't have any 10b5-1 plans in effect or any trades tied to such plans for Q2, would we need to update to the new taxonomy for Q2?  Seems as though you only need the new taxonomy if you had plans or trades to disclose.  

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  • Vida Leimonas

    What if you did not have any plans or trades, does anyone know if that statement needs to be somehow tagged as well? 

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  • TK Kurzhal

    Vida, 

    Looks like yesterday we have several companies that tagged false for any plans adopted or terminated. 

    American Airlines: pg 88
    https://www.sec.gov/ix?doc=/Archives/edgar/data/6201/000000620123000070/aal-20230630.htm#i6a9e67e2d4ef46158531493eb669e8d5_241

    1st Source Corp: pg 44
    https://www.sec.gov/ix?doc=/Archives/edgar/data/34782/000003478223000111/source-20230630.htm#i84fa2e54738246cba7816586aeaea085_142

    among others as well. 

     

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  • Christine Dvorak

    My PSM tagged this section of my disclosure "none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K)" with the following concepts: Rule 10b5-1 Arrangement Adopted (Flag); Rule 10b5-1 Arrangement Terminated (Flag); Non-Rule 10b5-1 Arrangement Adopted (Flag); and Non-Rule 10b5-1 Arrangement Terminated (Flag), each of which have a False fact value and a QTD fiscal date. I could not find guidance on which tags should be used but this makes sense to me. These tags are only available in the updated taxonomy.

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  • Jake Roldan

    Donnie Smith Yes, you still have to update to the new taxonomy and tag the language that says you didn't have anything.

    Vida Leimonas Yes, that statement needs to be tagged as well.

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  • Jake Roldan

    Christine Dvorak ... thank you for providing this useful information. Did your PSM happen to clarify why they applied 4 tags to a single disclosure? While I understand the tagging, I am surprised that there was 4 applied to one disclosure.

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  • Vida Leimonas

    Jake Roldan This is what I was able to find out so far: "As for guidance or best practice, the current approach if you are explicitly disclosing "None" or "No activity" or something similar will be to utilize the four Boolean Flag concepts (True/False concepts) and set the XBRL Fact Value to 'False' for each.  All four of these XBRL Facts can be added to any piece of text (i.e., can be tagged to the word "None") and then the XBRL Fact Value can be set to 'False' within the Fact Details panel on the right side of the screen.  No other tagging would be necessary. Here are the four Boolean Flag concepts:
    Rule 10b5-1 Arrangement Adopted [Flag]
    Rule 10b5-1 Arrangement Terminated [Flag]
    Non-Rule 10b5-1 Arrangement Adopted [Flag]
    Non-Rule 10b5-1 Arrangement Terminated [Flag]"

    I think all 4 is used to indicate that no new plans took affect and nothing was terminated.

    Thanks everyone for all responses, was very helpful in my search!

    2
  • Jake Roldan

    Vida Leimonas ... thank you for your response. Can you site guidance references?

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  • Vida Leimonas

    Jake Roldan My CSM

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  • Jillian Halm

    Did anyone find an answer to this question from JENNIFER BARTLETT?

    "if I decide to add extended tags for "Effective Date" and "End Date," do I need to create a new section in the Editable XBRL outline to hold them?"

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