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Inline XBRL Tagging

SEC Publishes New CD&I On Schedule 13D-G

In October 2023, the SEC adopted final amendments to Sections 13(d) and 13(g) of the Exchange Act.  To review the final amendments see HERE and HERE.  In March 2025, the SEC published a few CD&I’s related to the new amendments (see HERE).

The amendments updated Sections 13(d), 13(g) and Regulation 13D-G to accelerate filing deadlines for both initial and amended reports; expand the timeframe within a business day in which filings may be timely made; clarify the Schedule 13D disclosure requirements with respect to derivative securities; and require that Schedule 13D and 13G filings be filed using XBRL.

On July 11, 2025, the SEC published 18 revised CD&Is on the filing of Schedules 13D and 13G.  Many of the changes are clean-up, clarification and updates to align the guidance with the October 2023 amendments.

Section 13(d)

Two of the revised CD&I address Section 13(d) of the Exchange Act.

Revised CD&Is 101.01 and 103.01 confirm that when a company

SEC Publishes New C&DI On Filing Fee Table And Inline XBRL

Back in fourth quarter 2023, the SEC published several new compliance and disclosure interpretations 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 is the last in a series of three covering the plethora of new C&DI.

Related to the filing fee table:

Question 239.02 and 240.17 – A well-known seasoned issuer registers securities on an automatic shelf registration statement and elects to defer payment of filing fees pursuant to Rule 456(b). The issuer subsequently files a prospectus supplement in connection with a pay-as-you-go deferred fee payment under Rules 456(b) and 457(r) that includes the required filing fee exhibit. Must the filing fee exhibit’s Table 1 list all the securities listed in the initial filing of the related registration statement or is Table 1 permitted to list only the securities being offered by the prospectus supplement as to which the fees are

SEC ReOpens Comment Period For Pay Versus Performance

On January 27, 2022, the SEC re-opened the comment period on proposed rules under the Dodd-Frank Act requiring disclosure of information reflecting the relationship between executive compensation actually paid by a company and the company’s financial performance (“Pay vs. Performance”).  The rules were previously proposed in April 2015, and have languished since then (see HERE).  In addition to re-opening the comment period on the 2015 proposed rules, the SEC has expanded the proposal to include additional performance metrics.

The SEC administration under Gary Gensler has been actively tacking compensation and insider trading related issues recently including re-visiting executive compensation clawback rules (see HERE); publishing new guidance on disclosures and accounting for spring-loaded compensation awards (see HERE); proposing amendments to Rule 10b5-1 insider trading plans (see HERE); and proposing new share repurchase program disclosure rules (see HERE).

Background

Section 953(a) of the Dodd-Frank Act added Section 14(i) to the Securities Exchange Act of 1934

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