[Federal Register: October 1, 2008 (Volume 73, Number 191)]
[Notices]
[Page 57167-57169]
[DOCID:fr01oc08-128]

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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:

Electronic Comments

     Use the Commission's Internet submission form (http://
www.sec.gov/rules/other.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>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<PHONE_NUMBER>, 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?

 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