According to the SEC, as the volume of EDGAR submissions has grown in recent years, they have increasingly confronted administrative issues that impact their ability to promote EDGAR submissions' reliability and integrity. Additionally, administrative matters that are not easily addressed by existing rules or filer corrective disclosure. The case has led to confusion for filers, investors, and other users of EDGAR. As such, the SEC is proposing a new rule in connection with the administration of EDGAR - "Rule 15" under Regulation S-T. The new proposed rule would permit the SEC to enhance EDGAR submissions' reliability and integrity and provide transparency about its practices. The following proposed actions are as follows:
- “redact, remove, or prevent dissemination of sensitive personally identifiable information that if released may result in financial or personal harm;
- prevent submissions that pose a cybersecurity threat;
- correct system or Commission staff errors;
- remove or prevent dissemination of submissions made under an incorrect EDGAR identifier;
- prevent the ability to make submissions when there are disputes over the authority to use EDGAR access codes;
- prevent acceptance or dissemination of an attempted submission that it has reason to believe may be misleading or manipulative while evaluating the circumstances surrounding the submission; and allow acceptance or dissemination if its concerns are satisfactorily addressed;
- prevent an unauthorized submission or otherwise remove related access; and
- remedy similar administrative issues relating to submissions”; i.e., issues that cannot be addressed solely by filer corrective disclosure or by the other identified actions.
The proposed rule also allows the SEC to act without advance notice to filers or any other person. Regularly, they communicate and work with filers to address submission issues; however, they sometimes must act more promptly to prevent harm. Therefore, the proposed rule will allow them to take advanced action without notice.
Additionally, Proposed Rule 15(b) provides that, as soon as reasonably practicable after taking action without advance notice, the SEC must provide written notice. A brief factual statement of the basis for the action to the filer and relevant persons to the email address on record in the filer's EDGAR account and any other relevant persons' email address. If necessary, they may also send the materials by registered, certified, or express mail. Pertinent other persons may be notified where the action (e.g., code disputes) may involve other parties.
In close, the SEC observed that the proposed rule would not change filers' obligations to ensure the accuracy and completeness of information in their EDGAR submissions. Notably, they emphasized that "in the vast majority of administrative and substantive EDGAR submission issues, filers would continue to address an error by submitting a filer corrective disclosure. We intend to continue to rely upon filer corrective disclosure to remedy most submission errors."
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