On the heels of the release of new proxy-related CDIs on Friday come another set of new CDIs from Corp Fin, released yesterday. The new CDIs, summarized below, relate to Securities Act Rules 456 and 457 (regarding completing the filing fee table), and Item 601 of Reg S-K and interactive data (regarding XBRL/inline XBRL exhibits). Will Corp Fin trickle out some more new CDIs tomorrow? Summaries are below, but each CDI number below is linked to the CDI on the SEC website, so you can easily read the version in full. Happy Thanksgiving!
Securities Act Rules 456 and 457—Date of Filing; Timing of Fee Payment; Computation of Fee
Question 239.02 and Question 240.17. A well-known seasoned issuer files an automatic shelf registration statement, deferring fees under Rule 456(b). Subsequently, the WKSI files a prospectus supplement under the shelf with a pay-as-you-go deferred fee payment under Rules 456(b) and 457(r), including the required filing fee exhibit. Table 1 of the exhibit does not need to list all the securities from the initial filing of the registration statement. Rather, Table 1 should list the securities for which a deferred fee is being paid in the “Fees to Be Paid” lines. Corp Fin advises that the issuer “does not need to repeat previously included rows reflecting the registration of classes of securities in an indeterminate amount in reliance on Rule 457(r) in either the ‘fees to be paid’ or ‘fees previously paid’ lines. In addition, the issuer need not include in the ‘fees previously paid’ line securities for which the issuer previously paid a fee that are part of (i) the same offering as those for which the issuer is paying a deferred fee; or (ii) any prior offering.”
Reg S-K Item 601—Exhibits and Interactive Data—Inline XBRL
Question 146.18 and Question 101.10. Under Item 601(a)(2) of Reg S-K, an issuer is not required to include on an exhibit index a hyperlink to an exhibit that is filed in XBRL. But that exception refers only to XBRL exhibits, which are filed in unconverted code and are only machine-readable. Hyperlinks are required for exhibits tagged in Inline XBRL, which are not filed in unconverted code.