SEC Adopts New Rules Affecting Public Company Reporting: SEC Requires Use of Inline XBRL for Public Companies Including Funds, Eliminates XBRL Website Posting Requirement, Expands Companies Eligible for “Smaller Reporting Company” Scaled Disclosure and Modifies Rules for Financial Statements of Smaller Acquired Businesses

Sullivan & Cromwell LLP - July 5, 2018

On June 28, 2018, the SEC approved its previously proposed amendments to the XBRL rules for operating companies and open-end management investment companies that file reports with the SEC to require the use of Inline XBRL when filing financial statements and risk/return summaries. Also, on June 28, 2018, the SEC approved amendments to the “smaller reporting company” definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations under Regulation S-K and Regulation S-X, and increased the net revenue threshold in Rule 3-05 of Regulation S-X, which will allow companies to omit financial statements of businesses acquired or to be acquired for the earliest two of the three fiscal years otherwise required by Rule 3-05 if the net revenues of that business are less than $100 million (increased from $50 million). SEC Chairman Jay Clayton has also directed the SEC staff to formulate recommendations to the SEC for possible additional changes to the “accelerated filer” definition that, if adopted, would have the effect of reducing the number of companies that are accelerated filers.