In August, Lynn blogged about amendments the SEC had proposed making to Reg S-T in order to promote the reliability and integrity of Edgar submission. The SEC recently announced that it had adopted those amendments – by adding new Rule 15 of Reg S-T, which will become effective if and when the final rule is published in the Federal Register. Although this might be the nail in the coffin for “fake” SEC filings that we enjoy blogging about so much, we’re celebrating that these improvements could help resolve Edgar outages and other administrative problems.
Another big part of Rule 15 is that it establishes a process for the SEC to notify filers and other “relevant persons” – vendors or suppliers who make the submission on behalf of the company – about actions that it takes under the rule. That will hopefully make it even easier to resolve submission issues, although the Commission will typically just continue to work with filers in advance of taking action, as it already does. Here are the steps that new Rule 15 will allow the SEC to take:
- 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 a filer’s access; and
- Remedy similar administrative issues relating to submissions
And in related news, the SEC announced that it has named Jed Hickman as the Director of the SEC’s Edgar Business Office. Jed’s been serving as Acting Director of that office since April 2019. The person holding this office has authority to take the actions under new Rule 15 – as well as under existing rules about filing date adjustments and the continuing hardship exemption.
-Liz Dunshee, TheCorporateCounsel.net January, 25, 2021
