[Federal Register Volume 73, Number 191 (Wednesday, October 1, 2008)]
[Notices]
[Pages 57167-57169]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-23105]


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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-8962; 34-58657; File No. 4-567]


Roundtable on Modernizing the SEC's Disclosure System

AGENCY: Securities and Exchange Commission.

ACTION: Notice of roundtable discussion; request for comment.

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SUMMARY: On October 8, 2008 from 9 a.m. to 1 p.m., the Securities and 
Exchange Commission will hold a roundtable to discuss ways in which its 
current disclosure system can be modernized to provide investors more 
useful and timely information to help them make investment choices. The 
roundtable will be organized as two panels. The panels will be 
moderated by Commission staff and will include investor 
representatives, company officials, information intermediaries, 
practitioners, and academics. The roundtable is part of the 
Commission's 21st Century Disclosure Initiative.
    The roundtable will be held in the auditorium of SEC headquarters 
at 100 F Street, NE., Washington, DC, from 9 a.m. until approximately 1 
p.m. The roundtable will be open to the public with seating on a first-
come, first-served basis. The roundtable discussions will be Webcast on 
the Commission's Web site at http://www.sec.gov. The roundtable agenda 
and other related materials, including a list of participants and 
moderators, will be accessible at http://www.sec.gov/disclosureinitiative. The Commission welcomes comments regarding any of 
the topics to be addressed at the roundtable and is particularly 
interested in comments responding to the questions that are set forth 
below.

DATES: We must receive comments on or before October 22, 2008.

ADDRESSES: You may submit your comments by any of the following 
methods:

[[Page 57168]]

Electronic Comments

     Use the Commission's Internet submission form (http://www.sec.gov/rules/other.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number 4-567 on the subject line.

Paper Comments

     Send paper comments in triplicate to: Secretary, 
Securities and Exchange Commission, 100 F Street, NE., Washington, DC 
20549-1090.

Your submission must refer to File No. 4-567. You should include this 
file number on the subject line if you send your comment by e-mail. 
Please use only one method of submission. The Commission will post all 
comments on its Web site at http://www.sec.gov/rules/other.shtml. 
Comments will also be available for public inspection and copying in 
the Commission's Public Reference Room, 100 F Street, NE., Washington, 
DC 20549, on official business days between the hours of 10 a.m. and 3 
p.m. All comments received will be posted without change. Because we do 
not edit personal identifying information from submissions, you should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Matthew Reed at (202) 551-4144, 21st 
Century Disclosure Initiative, Securities and Exchange Commission, 100 
F Street, NE., Washington, DC 20549-3561.

SUPPLEMENTARY INFORMATION: The Federal securities acts require certain 
operating and investment companies, and certain investors, to submit 
transactional, financial, governance-related, and other information to 
the Commission. Much of this information is made available to the 
public and investors. The Commission's existing disclosure system 
depends primarily on forms that collect, organize, and convey the 
required information. Companies and other filers prepare the forms and 
file them with the Commission, which stores them and makes them 
available to the public using its EDGAR database. The Commission 
recently announced that it is developing a new platform, known as IDEA 
(Interactive Data, Electronic Applications), to succeed EDGAR. IDEA's 
architecture will allow disclosure information to be submitted, stored, 
accessed, and disseminated more efficiently.
    In June 2008, Chairman Christopher Cox launched the 21st Century 
Disclosure Initiative and called for a fundamental rethinking of our 
current disclosure system, which could result in transitioning away 
from a forms-based approach. The principal objective of the Initiative 
is to enhance the usefulness of disclosure to investors. Improved 
efficiency for preparers of disclosure also will be important. The 
Initiative will include a careful review of existing disclosure, the 
objectives of disclosure, and whether and how disclosure may be 
improved through the application of modern technology and practices. 
Based on its internal efforts and other information, including the 
views expressed at the October 8, 2008, roundtable and comments 
received regarding the roundtable, Initiative staff will prepare a 
report that describes a modernized disclosure system and recommends 
future action for a transition to the new system. The proposed new 
system will use modern information technology to collect, manage, and 
provide structured data or information that is accessible, and easier 
to use, while providing the Commission with tools to better fulfill its 
mission of protecting investors, maintaining orderly markets, and 
facilitating the formation of capital.
    This system could take the form of a ``company file system'' that 
would collect core information about a company or fund in a centrally 
and logically organized structured data file. Companies would 
supplement that information with the current, periodic, and 
transactional information that is currently required by the 
Commission's disclosure regulations. Structured data, including data 
tagging, and IDEA's versatile architecture should make disclosure 
information dynamic, accessible, and easier to use. Initiative staff 
will analyze whether a company file system would provide investors with 
improved presentation and access to information; reduce redundancy and 
complexity for filers, harness the ability of technology to drive down 
costs and reduce errors; and aid the Commission's development of more 
powerful electronic regulatory and enforcement tools. A company file 
system would also allow for the Commission to consider ways to further 
integrate disclosure.
    The Roundtable on Modernizing the Securities and Exchange 
Commission's Disclosure System will be organized into two panels. The 
first panel will explore the data, technology, and processes that 
companies and other filers use in satisfying their Commission 
disclosure obligations. It will also consider the data and technology 
that investors use in making their investment decisions. The second 
panel will consider how the Commission could better organize and 
operate its disclosure system so that companies enjoy efficiencies and 
investors have better access to high-quality information.
    The Commission welcomes feedback regarding any of the topics to be 
addressed at the roundtable and would be particularly interested in 
comments on the specific questions set forth below.

I. General Issues

    a. Should the Commission make changes to its current forms-based 
disclosure system? Please explain why or why not.
    b. What are the key issues to be considered in the review of the 
Commission's disclosure system? Are particular aspects of the system 
and process especially useful and well executed, and are particular 
aspects especially in need of improvement?
    c. What are the purposes of issuer disclosure from the perspective 
of investors, filers, and regulators?

II. Specific Issues

 a. The Market's Use of Disclosure Information

    i. How do operating and investment companies collect, summarize, 
analyze, file, and disseminate the information that is submitted to the 
Commission?
    ii. How do operating and investment companies submit disclosure and 
reporting information to the Commission? How have these methods changed 
during the last 15 years, particularly after filing via EDGAR was fully 
implemented? How could the Commission's system be changed to reduce 
burdens and create efficiencies, consistent with investor protection?
    iii. How do investors retrieve and use the disclosure information 
that companies submit to the Commission? How could this information be 
better presented, and more easily retrieved and used through 
technological improvements?
    iv. What disclosure information that companies submit to the 
Commission is used by investors to make investment decisions? Is any 
information that companies submit to the Commission not used? What 
information that is not required to be filed or furnished with the 
Commission do investors and others use to make investment decisions or 
give investment advice?

 b. The Commission's Current Disclosure System

    Does the Commission's current disclosure system present 
difficulties? What difficulties can be attributed to technological 
problems? Which can be attributed to regulatory or statutory problems?

[[Page 57169]]

 c. Modernizing the Commission's Disclosure System

    i. How should the Commission's disclosure system be modernized? One 
possibility is a company file system. What alternative systems should 
be considered? What different or additional benefits might these 
alternatives provide?
    ii. How should a modern disclosure system, such as a company file 
system, be organized, and how could it improve the way disclosure 
information is submitted and used?
    iii. What features should any modernized disclosure system provide 
in order to serve the needs of filers, investors, regulators, and other 
users of information? Why?
    iv. Data tagging using XBRL, or eXtensible Business Reporting 
Language, is one way, but we understand there are other ways to 
structure data. What alternative ways could be used by companies to 
submit structured data to the Commission?
    v. What are the costs and benefits to investors and other market 
participants of structuring non-financial disclosures, including, for 
example, data tagging?
    vi. What time frame would be appropriate for implementing a company 
file system?
    vii. What benefits and costs to preparers and users of information 
would accompany the implementation of modernized disclosure system, 
such as a company file system, that requires all, or virtually all, 
data to be filed in a structured format? Would such a system be more 
useful to some investors, such as small or less sophisticated 
investors? Would some investors be harmed by such a system? Would 
larger companies benefit more than smaller companies? Would costs fall 
disproportionately on one group of companies?
    viii. Are any changes to the Commission's disclosure regulations 
required for a transition to a company file system? How could these 
changes be identified?

    Dated: September 26, 2008.

    By the Commission.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-23105 Filed 9-30-08; 8:45 am]
BILLING CODE 8011-01-P