SEC Publishes New C&DI on Filing Fee Table and Inline XBRL
Author: Destiny Aigbe
June 7, 2024
In the fourth quarter of 2023, the SEC released several new compliance and disclosure interpretations (C&DIs) on various topics, including cyber incident disclosure, proxy and information statements, the inclusion of securities in the filing fee exhibit, and Inline XBRL. This blog post is the final entry in a series covering these new C&DIs.
FILING FEE TABLE GUIDANCE
Questions 239.02 and 240.17: A well-known seasoned issuer (WKSI) registers securities on an automatic shelf registration statement and opts to defer payment of filing fees pursuant to Rule 456(b). The issuer later files a prospectus supplement for a pay-as-you-go deferred fee payment under Rules 456(b) and 457(r), which includes the required filing fee exhibit. The question arises whether Table 1 of the filing fee exhibit must list all the securities from the initial registration statement or just those being offered in the prospectus supplement for which fees are being paid.
Answer: Table 1 must include the securities for which a deferred fee is being paid in the “Fees to Be Paid” lines. There is no need to repeat previously included rows that reflect the registration of classes of securities in an indeterminate amount under Rule 457(r) in either the “fees to be paid” or “fees previously paid” lines. Additionally, the issuer does not need to include securities in the “fees previously paid” line if the issuer has already paid a fee for those securities as part of the same offering or any prior offering.
INLINE XBRL GUIDANCE
Questions 146.18 and 101.10: Item 601(a)(2) of Regulation S-K specifies that an exhibit index does not need to include a hyperlink to an exhibit filed in XBRL. This raises the question of whether this exception also applies to exhibits filed in Inline XBRL.
Answer: No, the exception does not apply to exhibits filed in Inline XBRL. The reference in Item 601(a)(2) to exhibits filed in XBRL pertains to exhibits filed in unconverted code, which is only machine-readable. As per Release No. 33-10322 (March 1, 2017), an exhibit tagged in Inline XBRL is not considered to be filed in unconverted code.
CONCLUSION
The new C&DIs provide essential clarifications for issuers regarding the filing fee table and Inline XBRL requirements. Understanding these updates is crucial for compliance and accurate reporting.
About the Author
Destiny Aigbe
Managing Partner
Aigbe Law PLLC | Dark Alpha Capital
A Corporate and Securities Law Firm
With a robust foundation in law and finance, Destiny Aigbe has carved a distinguished career, underpinned by his pivotal role in orchestrating and managing complex transactions that have propelled companies to significant growth and market prominence. As a seasoned attorney and strategic advisor, Destiny has been instrumental in facilitating over $75 million in capital raises, demonstrating a keen acumen for securing funding and fostering investor confidence.
Destiny's leadership in the execution of six successful public listings, through meticulously structured reverse mergers and registration statements, showcases his adeptness in navigating the intricacies of the public markets and his capacity to guide companies through transformative growth phases. His involvement in five mergers as an operator further illustrates his versatile skill set, extending beyond legal expertise to include hands-on management and operational strategy, though these ventures did not involve funding.
Destiny's professional journey is marked by a commitment to excellence and a diverse range of experiences, from representing a wide spectrum of clients including public and private companies, and investment firms, to holding significant roles within the US government. His tenure with the US Department of State and the National Institutes of Health highlights his adaptability and his contribution to the advancement of entrepreneurial ventures in sectors like biotechnology and nanotechnology through strategic funding initiatives.
An alumnus of Vanderbilt University Law School, Destiny focused on Finance and Mergers & Acquisitions, further honing his expertise with a certificate in Law and Business. His foundational education in Finance was obtained with honors from the University of Maryland's Robert H. Smith School of Business, which laid the groundwork for his subsequent achievements in investment banking and legal practice.
Residing in the Washington, D.C. area, Destiny Aigbe continues to leverage his extensive experience and insightful leadership to drive innovation, growth, and success for his clients and the ventures he is involved with.
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