Attachment_1_-_Requirements_List.pdf

Solicitation: 50310219Q0159

Attachment 1 - Requirements List

The U.S. Securities and Exchange Commission (SEC) requires a web-based subscription that provides access to a database of all EDGAR filings, SEC staff comment letters and company responses, and SEC No-Action Letters.

The subscription shall provide the following:

1) Database of SEC Staff Comment Letters

The SEC requires a subscription that provides the ability to search SEC staff comment letters and company responses and disclosures, as well as conduct research, compare provisions and evaluate disclosure trends.

The subscription shall provide a database of all SEC comment and response letters publically released, categorized and tagged to an extensive taxonomy, including, but not limited to the U.S. GAAP, IFRS and SEC Guidance. The coverage shall include all companies that file with the SEC. Each letter issued by the SEC and each company response letter filed by a registrant shall be assigned descriptors using a detailed taxonomy enabling searches by accounting issues, SEC guidance, and keyword searches. The subscription shall match each issue within a comment letter with the company’s response to that specific issue, allowing users to track the comment through the process of initial comment to final response. The search results shall include links to SEC comment letters, registrant responses and the filing reviewed.

A. Database requirements

• All SEC comment and response letters publically and electronically released

• Trend charts – distribution of results and interactive selection to pinpoint intelligence

• Threaded and linked SEC comments and responses updated daily

B. Searching requirements

• Full-text Boolean searching of all comment letters

• Search filters for comment characteristics o form/section (e.g., risk factors, MD&A) o SEC staff reviewer o comment and response letter dates (upload date, letter date, response date) o The series and class IDs associated with the filer

• Search filters for company characteristics:

o filer status (accelerated, non-accelerated, SRC) o law firms and auditors o industry (AD office, IM Office, SIC code,) o Accounting standard used (i.e. GAAP vs. IFRS) o location types (incorporation, headquarters) o company size (market cap, revenue, net income) o exchange o fiscal year-end

• Other o Taxonomy for legacy standards, SEC regulations Accounting Standards

Codification

C. Results requirements

• Individual comments and responses are disaggregated from letters and are presented in a hyperlinked, threaded discussion from initial comment to final response

• Life cycle of comments and responses are presented and summarized

• Ability to link from individual comment or response to comment or response letters

• Download, save and email functions in pdf, MS Word or Excel

• Ability to create redline comparisons showing the differences between at least two selected documents

2) Collection of SEC EDGAR filings (including Forms, exhibits, and agreements)

A. Database requirements

• All SEC filings publically and electronically released from 1994 to the present

• Full-text Boolean searching o Availability of vendor-provided sample searches

• Ability to restrict full-text keyword searching to specified sections

• Search filters for form group:

-form type -form itemization (including sections for IM forms) -financial footnotes and risk factors for major forms -exhibits and material contract types -Filter for exhibits for individual filings -amendments

• Search filters for company characteristics including the filer’s EDGAR series and class IDs:

-filer status (accelerated, non-accelerated, SRC) -auditors -Industry (AD office, SIC code) -Accounting standard used (i.e., GAAP vs. IFRS) -location types (incorporation, headquarters) -company size (market cap, revenue, net income) -exchange -fiscal year-end

C. Results requirements

• Outlines of individual filings and ability to navigate among filing sections

• Ability to create redline comparisons showing the differences between at least two selected documents

• Ability to monitor incoming filings by setting text search alerts

• Download, save and email functions in pdf, MS Word or Excel

3) Collection of SEC No Action Letters

• No Action Letter Requests, Responses, and Reconsideration Requests from 1972 to the present

• Search filters for letter characteristics:

o SEC respondent o Date of letter o Requestor and law firm representing requestor o SEC source of letter (mapped to SEC divisions and/or SEC topics) o Ability to include/exclude shareholder proposals o Ability to restrict to reconsideration requests

• Initial requests, responses, and reconsideration requests are presented in a hyperlinked, threaded discussion

• Outlines of requests, including summary of request, status and indication of whether the letter has been cited in other no-action letters.

• Ability to monitor incoming letters by setting text search alerts

4) Specialized collections for specific types of transactions

Mergers & Acquisitions

• A collection of significant M&A-related transactions, tagged to specific deal types o Ability to restrict full-text keyword searching to clause titles

• Search filters for transactions:

o Transaction type o Deal size o Form type

• Search filters for company characteristics (split by target/acquirer) -filer status (accelerated, non-accelerated, SRC) -law firm, accountant, financial advisor -Industry (AD office, SIC code) -Accounting standard used (i.e., GAAP vs. IFRS) -location types (incorporation, headquarters) -company size (market cap, revenue, net income) -exchange -fiscal year-end

• Deal summaries for specific transactions

• Deal documents are aggregated and easily accessible

Offerings – Registered and Exempt

• A collection of registered and exempt offerings, tagged to permit relevant filtering and searching

• Search filters for registered offerings:

o Offering type o Securities offered o Offering size o Underwriter, law firm, accountant o Form type

• Search filters for exempt offerings o Security type o Exemption o Underwriter, law firm, accountant

• Offering summaries for specific offerings