A Good IDEA?

Today, the Securities and Exchange Commission unveiled the successor to the agency’s EDGAR filing database, called IDEA (Interactive Data Electronic Applications).  The 1980s-era EDGAR database is being replaced by a Web-based system that the SEC says should give investors better and more up-to-date financial disclosure in a new, easy-to-use format.  The move to IDEA follows several SEC discussions about the mandatory use of XBRL in public company filings.
According to the Washington Post, while advocates believe public companies will benefit through increased filing automation, others point out that public companies will have to face the burden of transition and implementation costs.
Although we may face some growing pains as IDEA and XBRL become reality, transparency and access to better information benefit all constituencies over the long-run.
The SEC plans to run IDEA and EDGAR concurrently over the next several years, after which EDGAR will come an archive for older filings.


Laurie Berman, Senior Vice President, lberman@pondel.com

Are Web Sites a Suitable Disclosure Outlet?

According to the Securities and Exchange Commission, the answer is…maybe.  The SEC’s new interpretive guidance states that posting material information on a corporate Web site may satisfy Regulation FD, but that the facts and circumstances of each case must be weighed first.
According to law firm, Cravath, Swaine & Moore LLP, several factors must be determined before a Web site can be used as the sole means of disseminating material information.  These include:

  • whether the Web site is a recognized channel of information distribution;
  • how, where and when the information is posted and becomes broadly accessible to the public; and
  • the Web site’s capability to meet the “simultaneous or prompt” timing requirements of Regulation FD’s Rule 100 as well as the Web site’s capability to meet reasonable usage demands.

At this point, it’s probably a safer more shareholder friendly bet to continue utilizing the wire services to disclose important information.


Laurie Berman, Senior Vice President, lberman@pondel.com