Subject: File No. Regulatory Review
From: David N Feldman, Esq.
Affiliation: Attorney, partner at Richardson Patel LLP and author of Reverse Mergers (Bloomberg Press, 2009)

March 2, 2011

I write to suggest that the Commission consider exempting smaller reporting companies from the requirement to provide financial information in XBRL form.

When XBRL was adopted, it was hailed as a method for analysts to more easily review financial information across companies within an industry or sector, and one hopes this goal will indeed be achieved.

Unfortunately, for the most part analysts do not cover the stocks of smaller reporting companies. I believe that the Commission may not have sufficiently considered the extra burden and cost on smaller reporting companies to comply with XBRL as against what is very small, if any benefit, to the analyst community.

Our smaller clients have received very onerous quotes from Edgar filing services to complete their XBRL conversions, especially in the second year when requirements are greater.

Smaller reporting companies can benefit from their public status by making capital formation and growth by acquisition easier and providing liquidity for investors and managers, so long as they can bear the costs of being public. The more the Commission adds to those costs the more likely it is that some companies will not seek a public trading stock despite the benefits which could be obtained.

I believe the SEC should exempt smaller reporting companies from XBRL, but make it optional for those who seek analyst coverage. Note that I am speaking for myself and not as a representative of my law firm.