As many of you know, over the past several weeks I have been speaking with issuers of all sizes across North America – both U.S. and Canadian inter-listed companies – regarding their transition to a web disclosure model.

Most of the companies I’ve spoken with are intrigued by the potential cost savings of disseminating their disclosure without the expense of newswires. Some of the companies I’ve spoken with are busy putting plans in place to meet the new SEC criteria. Others have been made to fear that adopting this method of disseminating information to the market would prevent them from attaining simultaneous disclosure.

Most are wondering what steps they need to take to transition to this model. Although I have dealt with this more specifically in previous blog posts, here is my 1,000 foot perspective:

1.       Inform yourself of what’s possible from a technical standpoint and obtain opinions from a number of sources. To optimize web disclosure according to the SEC’s new guidance, your goal should be to investigate technologies that enable you to easily meet the SEC criteria while minimizing risk for your company. You may have to pay more than you do now for this technology, but taking control of your own distribution will allow you to reallocate some of your newswire costs to ensure a more effective web presence.

Read the complete Post.


Darrell and I had an interesting conversation with a securities regulator the other day regarding where legislation is headed as fallout to the financial crisis. (This is a topic of great interest to us and at times I find myself providing armchair observations.) Read a summary of the conversation: Read the complete Post.


Yesterday I posted about the importance of the controls over the vehicle in which corporate disclosure is distributed.As I mentioned, it wasn’t supposed to be about plugging our products, but as I was creating the post using Q4 PRESS I took a few screen shots throughout to be able to demonstrate how simple it was.  Read more to see how simple it is to satisfy Reg FD for blog content with Q4 PRESS.

Read the complete Post.


Every now and then something happens in the market that almost demands for me to shout from the rooftops about what we’re doing here at Q4.

On August 1 the SEC issued new guidance that deems corporate web sites and blogs as compliant with Reg. FD providing that certain criteria are met. This allows a public company to disclose information on their corporate web site, without having to issue a press release through an approved news wire service.

What’s bad for the newswires, whom have long enjoyed a guaranteed flow of business, is great news for issuers who stand to save tens or hundreds of thousands of dollars in newswire fees. Considering the economic climate, this couldn’t happen at a better time, as companies look to trim the fat.

Many issuers are adopting a ‘wait and see’ attitude, looking to their peers to see how the market responds to the new Reg. FD web disclosure model. Others are starting now to transition their web sites toward Reg. FD compliance. Darrell Heaps, CEO of Q4 Web Systems, wrote an interesting blog post on how to make your web site a ‘public’ disclosure channel under new SEC guidance and Reg. FD.

Q4 Web Systems has long recognized the importance of web disclosure and the inevitability of this new legislation. More than 3 years ago we built Q4 WEB - a fully-featured IR web content and disclosure management system that is a perfect response to the SEC’s new guidance. Here’s why:

Read the complete Post.


xbrl logoOn September 24, 2008, representatives from the Canadian Securities Administrators (CSA) will hold a free information session for industry participants and members of the media on the increasing use and importance of XBRL (eXtensible Business Reporting Language).

The information session will feature expert speakers from the CSA and the U.S. Securities and Exchange Commission (SEC) who will discuss recent proposals by the SEC for the mandatory use of XBRL, as well as the move to XBRL in Canada.

“As a business reporting language, XBRL will make it easier for investors and analysts to analyze financial information from a large number of different companies,” said James Turner, Vice-Chair, Ontario Securities Commission. “The CSA is supportive of XBRL and is hosting this event to help the Canadian marketplace gain a greater understanding of this exciting technology.”

Speakers:

  • James Turner, Vice-Chair, Ontario Securities Commission
  • David Blaszkowsky, Director, Office of Interactive Disclosure, SEC
  • Peter Grant, Chief Information Officer, British Columbia Securities Commission
  • Cameron McInnis, Chief Accountant (Acting), Ontario Securities Commission

Event Information:

  • Wednesday, September 24, 2008 from 1:30 p.m. to 3:30 p.m. at the

Metro Toronto Convention Centre, South Building in Room 714
There is no charge to attend this event. For registration, please go to www.xbrl.ca/registration, or contact Joanne Platsis at the Ontario Securities Commission at 416-593-8222.

Those unable to attend are invited to listen or view the event live from the CSA website
www.csa-acvm.ca/html_CSA/xbrl.html


IDEA LogoEarlier today the SEC Chairmen, Christopher Cox unveiled the successor to the form based EDGAR database.   The new system is called IDEA (Interactive Data Electronic Applications) and will be built on an XBRL based platform that will give investors access to faster and more detailed financial information than ever before.

IDEA is the latest in a string of significant announcements that have come out of the SEC including, XBRL mandate and the guidance on web disclosure and RegFD. There have already been a number of posts regarding this announcement and it seems to be well covered by the financial media (see bottom of IR Web Report’s post - SEC unveils IDEA — and that’s all it is). 

During the webcast Chris Vickerson, our CTO was involved in FT Alphaville’s liveblog  discussion and also had one of his question answered by Christopher Cox.  After the web cast the SEC home page was updated with a significant focus on IDEA. From the link on the home page there is an overview of IDEA that I’ve summarized below (emphasis is mine):

IDEA will at first supplement and then eventually replace the EDGAR system, which will become an archive of SEC filings made prior to the new era of financial reporting in interactive data format. The SEC has formally proposed requiring U.S. companies to provide financial information using interactive data beginning as early as next year, and separately has proposed requiring mutual funds to submit their public filings using interactive data.

The decision to replace EDGAR marks the SEC’s transition from collecting government-prescribed forms and documents to making the information itself freely available to investors in a user-friendly format they can readily use. Instead of sifting through one form at a time in EDGAR and then re-keyboarding the information to analyze it, investors will be able to utilize interactive data to instantly search and collate information to generate reports and analysis from thousands of companies and forms through IDEA.

The ease with which interactive data will make financial information more readily available also is expected to generate many new Web-based services and products for investors. IDEA’s launch represents a fundamental change in the way the SEC collects and publishes company and fund information — and in the way that investors and the markets will be able to use it.

Although there was nothing materially new announced during today’s webcast (no new technology or application were shown), IDEA is an important when viewed in the context of how disclosure is going to evolve over the next 5 years. The timetable to full maturity is 5 years out, and while it is being phased in EDGAR will remain an important component of the financial disclosure system. However, if we fast forward to market adoption of XBRL and IDEA there will be many new ways that companies will create and distribute disclosure to the market and there will be all sorts of new applications and methods for investors to benefit from this data. It certainly is an exciting time for our industry and we are very pleased to see the leadership Christopher Cox has shown in bringing the SEC into the age of the Internet.

Some Additional information on Interactive Data:
http://www.sec.gov//spotlight/xbrl.shtml


If you’ve had a chance to go through the 47 page guidance and specifically the section regarding “dissemination” of information and what “public” means in the context of RegFD and the corporate web site you’ve likely been left scratching your head thinking “ok, so now what?”The issue of what constitutes public information is one of the grey areas of the latest guidance. The purpose of this post is to try and provide some additional color to the guidance and help you understand what it is going to take in order to use your website as your “public” channel of disclosure under this new guidance.

To be considered “public” the corporate site needs to meet 3 criteria.

  1. a company web site is a recognized channel of distribution
  2. posting of information on a company web site disseminates the information in a manner making it available to the securities marketplace in general, and
  3. there has been a reasonable waiting period for investors and the market to react to the posted information.

For the purpose of this post I’m going to focus on the first two criteria.

From the guidance:  Whether a company’s web site is a recognized channel of distribution of information depends on the steps that the company has taken to alert the market to its web site and its disclosure practices, as well as the use by investors and the market of the company’s web site

In general, for you to use your site as the main channel of disclosure it requires that you act like it is the main channel and that the market recognizes it as such. This means that you need to change the behavior of your company along with the perception of the market – which is going to take some effort. Here are a handful of suggestions (along with language from the guidance) for you to get started with:

Read the complete Post.


Late last week the SEC issued guidance on how companies can use corporate web sites and blogs for the release of material information under regulation Fair Disclosure. This timely announcement has the potential to dramatically impact the corporate disclosure industry.

Rather than outlining the content of the guidance I thought I would provide some initial thoughts on what I see as being the key messages of the interpretive release. If you are not familar with the guidance please see the following links for more information.  

SEC Docs

Some Initial Blog Posts

Here are a few initial take aways from the announcement:

The playing field of disclosure has been leveled. Newswires no longer have the built in demand for their services that they did before. (NYSE still mandates the use of wires but the assumption is that they will follow suit). This does not mean that the Newswire’s are going out of business, but it certainly means they are going to have to compete with more than just each other moving forward. Newswires will need to look closely at their business model and determine how they are going to compete in a world where the distribution of information is free (welcome to the Internet).

The press release is not dead. There is nothing in any of the SEC announcement that speaks to companies not using a press release. The press release is a document type, not a distribution method. It can be posted to a corporate web site, company blog or sent out over a newswire. IROs and public companies have well defined controls and procedures around the creation of press releases and other disclosure documents. This recent announcement does not impact the importance of using a press release to disclose information to the market, just how the press release gets from the company to the investor.

In order for information to be “Public” (and applicable to RegFD) the corporate web site needs to meet 3 criteria.

  1. a company web site is a recognized channel of distribution
  2. posting of information on a company web site disseminates the information in a manner making it available to the securities marketplace in general, and
  3. there has been a reasonable waiting period for investors and the market to react to the posted information.

As you can see, these are quite general and not prescriptive, this means that companies will need to be committed to meeting these guidelines and likely it also means that new vendors will step up to help. This criteria warrants a post on its own, so I won’t go into detail on each aspect here.

The guidance is principle based and future proof. If the SEC had come out and said “you must use RSS and email alerts” it would be creating the same problem it is now getting out of. By using a principle based approach it allows the market to determine what is acceptable and ensures that certain technologies and/or companies are not able to create protected industries (like the newswires did). Having said that, a principle based approach also creates a grey zone that lawyers do not like, which means that the mass market of issuers will likely not change anything, until the market adopts a new standard. This will require forward-thinking issuers and vendors to innovate and create this new standard.

The corporate web site is the podium for all disclosure. We’ve been saying this for some time (as have many others) but it is now official. The corporate web site is the hub of corporate disclosure. With this new guidance and the combined innovated efforts of issuers and vendors, we will continue to see the corporate site dominate the world of disclosure for the foreseeable future.

I would certainly advise all those in the corporate disclosure space to read the full 47 page report. It’s long but there are some great comments in there.