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U.S. Securities and Exchange Commission

SEC Roundtable on More Transparent Disclosure to Address Lessons of Current Credit Crisis


Washington, D.C., Oct. 7, 2008 — The Securities and Exchange Commission today announced the agenda for Wednesday’s roundtable on providing more transparency to investors that will include discussion of lessons from the current credit crisis. Among other issues, panelists will address better ways to explain complex financial instruments to investors and the marketplace, and will propose ways to provide investors with more transparent, useful, and timely access to high-quality information. The roundtable is part of the SEC’s 21st Century Disclosure Initiative (www.sec.gov/disclosureinitiative) that is fundamentally rethinking disclosure.

Panel One: The Market’s Use of Disclosure Information and the SEC’s Disclosure System

This panel will explore whether the current system of collecting and filing data for SEC disclosure obligations has kept pace with the market. It will examine how investors can get all the information they need to make increasingly complex investment decisions. It will also consider the data, technology, and processes that companies and other filers use in satisfying their SEC disclosure obligations. The panel will compare the needs and uses of investors and companies to the capabilities of the SEC’s disclosure system in an effort to better understand any gaps and inefficiencies that can lead to inaccuracies, delays, and unnecessary complexity.

  • John Bajkowski, Vice President and Senior Financial Analyst, American Association of Individual Investors
  • Robert Sorrentino, Director of Accounting Policy and External Reporting, Xerox Corp.
  • David Copenhafer, former Director of EDGAR Services, Bowne & Co., Inc.
  • Glenn Doggett, Policy Analyst, CFA Institute Centre for Financial Market Integrity
  • Paul Haaga, Jr., Vice Chairman, Capital Research and Management Co.
  • Kara Jenny, Chief Financial Officer, Bluefly, Inc.
  • Timothy Thornton, Principal, Web Services, The Vanguard Group, Inc.

Panel Two: Modernizing the SEC’s Disclosure System

This panel will consider how the SEC could better organize and operate its disclosure system so that investors could have better access to high-quality information and companies could enjoy efficiencies. In particular, the panel will discuss ways to structure disclosure data so investors can more effectively search for company data and compare investment options. The panel will describe a possible “company file system,” in which core company information would be collected in a central structured data file, and will also discuss other approaches that harness technology to better serve investors and the markets.

  • Alan Beller, Partner, Cleary Gottlieb Steen & Hamilton LLP
  • Steven Bochner, Partner, Wilson Sonsini Goodrich & Rosati
  • Esther Dyson, Chairman, EDventure Holdings
  • Joseph Grundfest, Professor of Law, Stanford Law School
  • Eric Roiter, Lecturer on Law, Harvard University Law School and Boston University School of Law
  • Liv Watson, Member, Board of Directors, IRIS
  • Hillary Sale, Chair in Corporate Finance and Law, University of Iowa College of Law
  • Douglas Chia, Senior Counsel and Assistant Corporate Secretary, Johnson & Johnson


  • John White, Director of SEC’s Division of Corporate Finance
  • Andrew Donohue, Director of SEC’s Division of Investment Management
  • Jim Kaput, Counsel to 21st Century Disclosure Initiative
  • Matthew Reed, Assistant Director of 21st Century Disclosure Initiative

The SEC’s roundtable will be held on Wednesday, October 8 in the auditorium of the SEC’s Washington D.C. headquarters at 100 F Street, NE from 9 a.m. until approximately 1 p.m. The roundtable will be open to the public on a first-come, first-served basis. It will be webcast live on the SEC’s Web site, and an archived version of the webcast will later be available for free download.

The Commission welcomes feedback regarding any of the topics to be addressed at the roundtable, and has issued a formal request for public comment. The Commission is particularly interested in comments responding to these questions:

  1. General Issues
    1. Should the Commission make changes to its current forms-based disclosure system? Please explain why or why not.
    2. 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?
    3. What are the purposes of issuer disclosure from the perspective of investors, filers, and regulators?
  2. Specific Issues
    1. The Market’s Use of Disclosure Information
      1. How do operating and investment companies collect, summarize, analyze, file, and disseminate the information that is submitted to the Commission?
      2. 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?
      3. 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?
      4. 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?
    2. 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?
    3. Modernizing the Commission’s Disclosure System
      1. 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?
      2. 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?
      3. What features should any modernized disclosure system provide in order to serve the needs of filers, investors, regulators, and other users of information? Why?
      4. 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?
      5. What are the costs and benefits to investors and other market participants of structuring non-financial disclosures, including, for example, data tagging?
      6. What time frame would be appropriate for implementing a company file system?
      7. 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?
      8. Are any changes to the Commission’s disclosure regulations required for a transition to a company file system? How could these changes be identified?

The information that is submitted for comment will become part of the public record of the roundtable. All submissions received will be posted without change. The SEC does not edit personal identifying information from submissions. Only information desired to be shared publicly should be submitted.

Submissions to the Commission may be provided by either of the following methods:

Electronic submission options:

Use the Commission’s Internet Submission Form or send an e-mail to rule-comments@sec.gov. Please include File Number 4-567 on the subject line.

Paper submissions:

Send paper submissions in triplicate to the Secretary of the Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549-1090. All submissions should refer to File Number 4-567. This file number should be included on the subject line if e-mail is used. To help process and review submissions more efficiently, please use only one method. The Commission will post all submissions on its Web site at www.sec.gov.

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For more information, contact:

Dr. William Lutz, Director of the SEC’s 21st Century Disclosure Initiative

James Kaput, Counsel to 21st Century Disclosure Initiative

Matthew Reed, Assistant Director of 21st Century Disclosure Initiative



Modified: 10/07/2008