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On December 18, 2008, the SEC voted to require registrants to provide financial statement information in interactive data format using eXtensible Reporting Business Language (XBRL) beginning in 2009 for certain large accelerated filers. The SEC published its final rule, Interactive Data to Improve Financial Reporting, on January 30, 2009. These rules apply to domestic and foreign companies using U.S. GAAP and to foreign private issuers using IFRS as issued by the IASB. The submission of financial reports using XBRL will supplement, but not change or replace, disclosure using the traditional electronic submission formats (HTML/ASCII). The final rule called for a three-year, phased-in implementation schedule that began in June 15, 2009 and contains provisions requiring registrants :-

  • To include interactive data exhibits in their annual and quarterly reports, transition reports, current reports that contain revised or updated financial statements, and Securities Act registration statements
  • To post the XBRL exhibit to their corporate websites on the same day that they file their forms with the SEC

The aim of the initiative is to make financial information easier for investors to analyze and also to assist in automating regulatory filings and business information processing. The rules are consistent with the SEC’s Interactive Data Electronic Applications (IDEA) system, which is intended to facilitate the use and analysis of information submitted to the SEC in interactive data format. The IDEA system eventually will replace the EDGAR database.

Liability under the federal securities laws:

Interactive data submissions are subject to limited liability during a company’s first two years of required XBRL reporting. During this period, interactive data submissions will be:
  • Deemed to be furnished, not filed, for purposes of the liability provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.
  • Subject to specified antifraud provisions, except for registrants that fail to comply with the requirements despite a good faith attempt as long as they promptly correct noncompliance after they become aware of the failure.
  • Excluded from the officer certification requirements under the Exchange Act rules.
The text of the Rule can be found here.