Over the past few decades, companies have moved toward increasingly stylized annual reports, often available via the web, using HTML (HyperText Markup Language). xHTML (eXtensible HyperText Markup Language) takes HTML and adds a layer of machine-readable metadata. For support and additional information, explore our Annual Meeting & Proxy Solutions.
GAAP is an acronym for Generally Accepted Accounting Principles, the standard accounting recording and reporting procedures used to compile financial statements to meet U.S. industry standards and regulations. The US GAAP taxonomy aims to ensure consistency in financial reporting so that investors can better assess financial statements for investment purposes.
Through complex guidelines, GAAP sets out rules covering the fine details of financial statements, from balance sheet classification to revenue recognition. These guidelines are codified in the GAAP Taxonomy Architecture, which serves as the basis for XBRL.
Some financial accounting inconsistencies remain, however. Although U.S. companies follow GAAP rules, other countries apply London-based International Financial Reporting Standards (IFRS). This gap in standards affects global business practices, from accounting to stock market valuations.
Efforts are currently underway by the SEC to adopt IFRS standards and resolve conflicts and confusion in international financial reporting in cooperation with the International Accounting Standards Board (IASB). For support and additional information, explore our SEC reporting solutions.
Internal control over financial reporting, or commonly referred to as ICFR, is designed to protect and enhance the accuracy and transparency of financial reporting data by public companies. This is prevalent in the Sarbanes-Oxley (SOX) Act, which requires public companies to follow very specific requirements around ICFR to be in compliance with SOX. For support and additional information, explore our automated SOX compliance solution.
The IFRS Taxonomy is a list of elements, and their relationships, which reflect the presentation and disclosure requirements of the International Financial Reporting Standards (IFRS). These elements, or tags, are used to mark-up IFRS financial statements so they can be communicated in a standardized, computer-readable format. For investment or insurance companies, or corporations, the requirements are different but the importance is high for each.
IFRS is a set of accounting principles initially outlined to harmonize EU practices. IFRS has become a de facto global accounting standard. Since 2001, the International Accounting Standards Board (IASB) has taken responsibility for codifying and developing IFRS principles to achieve the harmonization necessary to support global financial reporting.
The IASB also develops and maintains the IFRS Taxonomy, which is similar to a dictionary of financial reporting items. By selecting tags from the IFRS Taxonomy which match the related disclosures in the company’s IFRS financial statements, the company is able to prepare computer-readable financial statements in an XBRL (eXtensible Business Reporting Language) format, which is required by various regulators. For support and additional information, explore our corporate compliance solutions.
Considered one of the most important pieces of regulation governing the stock market, the Investment Company Act of 1940 is a law that Congress passed to define and regulate mutual funds and closed-end funds, as well as hedge funds, private equity funds, and holding companies. Enforced by the Investment Management division at the SEC, it is intended to mitigate and eliminate the conditions which adversely affect the national public interest and the interest of investors.
The Investment Company Act of 1940, along with the Investment Advisers Act of 1940, was established in response to the Stock Market Crash of 1929 and the ensuing Great Depression. The Investment Company Act’s purpose was to build investor confidence in investment companies, which were relatively new at that time, by reducing conflicts of interest. It was also intended to protect the public interest by requiring investment companies disclose key information concerning their financial health, structure, investment policies and objectives using Form N-SAR.
Under this Act, investment companies with more than 100 investors are required to register with the SEC. They are also required to have a board of directors, with 75% of board members being independent. Additionally, the Act requires mutual funds to limit the use of leverage and maintain a certain amount of cash that will cover investors who want to sell their shares at any time.
With the advent of the Dodd-Frank Act of 2010, the Investment Company Act of 1940 received various updates including new regulations around mutual and hedge funds. That said, a number of hedge funds are able to exempt themselves from the Investment Company Act based on Sections 3(c)(1) and 3(c)(7).
The SEC does not supervise or make specific judgments on the investments an investment company chooses to make. Certain commodity pools as well as managed future funds do not fall under the Act’s jurisdiction. For support and additional information, explore our investment company compliance solutions.
The ISO, or International Organization for Standardization, is the world’s largest developer and publisher of voluntary international standards.
Since 1946, the ISO has published more than 19,500 international standards for industries ranging from agriculture to technology. These specifications enable investors and consumers to assess their options consistently across businesses, borders and languages. They also provide baseline measures for progress in emerging fields, from software security to renewable energy.
ISO standards establish exacting, world-class trade specifications for quality, safety and efficiency in goods and services. Meeting current ISO standards is a rigorous process with industry-specific documentation requirements, and can prove time-intensive even with the fast-track process. For support and information, explore our corporate compliance solutions.
The JOBS Act (Jumpstart Our Business Startups) was passed by Congress and signed into law to encourage funding of small businesses and startups in the U.S. Comprising seven titles, the JOBS Act was designed to relax federal regulations and allow for equity crowdfunding, making it easier for companies to access funding while giving individuals a chance to invest in private companies. The Access to Capital for Job Creators and Crowdfunding Acts make up Titles II and Titles III, which are the two key sections of the JOBS Act. Their goal is to lower the barrier for accessing financing for startups. Title II spawned Rule 506(c) of Regulation D, a securities exemption that lets companies publicly advertise investment offerings, which are then open to investment from high net-worth individuals, also known as accredited investors. Meanwhile, Title III of the JOBS Act allows individuals with a net worth below $100,000 to buy shares in privately held companies that want to raise up to $1 million in a 12-month period. Title IV, the Small Company Capital Formation Act, updates Regulation A as a means of lowering compliance costs to make it easier for small public offerings of securities, not exceeding $5 million in any 12-month period, to register with the SEC. As for Title I of the JOBS Act, this is also known as the Reopening American Capital Markets to Emerging Growth Companies Act, while Titles V to VI cover registration and deregistration requirements pertaining to the Securities Exchange Act of 1934. Title VII is also called the Outreach on Changes to the Law or Commission. Companies conducting an equity crowdfunding offering are required to file Form C (Crowdfunding) with the SEC as well as disclose certain information to investors. This information includes the price of the securities; the target offering amount; the company’s financial status; financial statements; information on officers, directors and various owners; as well as an annual report. For support and additional information, explore our Capital Markets Transactions solutions.
For support and additional information about capital markets, explore our IPO solutions.
The management information circular (MIC) is the term primarily used in Canada for what is considered the proxy statement in the United States. This document is also widely known as an information circular or MIC in Canada. It is considered a key asset for companies when providing shareholders with important voting information and can also be used by companies to promote and support shareholder engagement. For support and additional information, explore our Regulatory Disclosure Solutions and download the Toppan Merrill 2024 MIC Solution and Style Guide.
Medicare is the federal health insurance program for people who are age 65 or older, younger persons with qualifying disabilities, persons with End-stage renal disease (ESRD), and certain persons affiliated with the Railroad Retirement Board. Sometimes this is referred to as Original Medicare. Medicare is made up of different “parts” to cover different types of hospital services (Part A), and medical fees (Part B). Medicare is not a free coverage, although most individuals are not required to pay a premium for Part A. For support and information, explore our solutions for Health Plans Regulated Communications.