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Financial Services Law Insights and Observations


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  • SEC proposes to expand EDGAR filings

    Agency Rule-Making & Guidance

    On March 22, the SEC proposed amendments intended to “modernize” filing procedures through the use of electronic filings on EDGAR using structured data as appropriate. (See also SEC fact sheet here.) Currently, registrants must submit many forms required by the Securities Exchange Act, as well as other materials and submissions, in paper form. The proposed rule would require covered self-regulatory organizations (SROs) to submit these filings electronically, and would apply to national securities exchanges, national securities associations, clearing agencies, broker-dealers, security-based swap dealers, and major security-based swap participants. The proposed rule also would require SROs to make certain submissions in a structured, machine-readable data language, and would amend certain provisions regarding the Financial and Operational Combined Uniform Single Report to harmonize it with other rules, make technical corrections, and provide clarifications. Additionally, the announcement noted that the proposed rule would require, in certain circumstances, withdrawal of notices “filed in connection with an exception to counting certain dealing transactions toward determining whether a person is a security-based swap dealer.” Comments on the proposed rule will be accepted 30 days after publication in the Federal Register or until May 22, whichever is later.

    Agency Rule-Making & Guidance Federal Issues SEC Securities EDGAR Securities Exchange Act

  • SEC publishes final rule modernizing electronic filings


    On June 24, the SEC announced a final rule to require certain documents filed by investment advisers, institutional investment managers, and certain other entities be submitted electronically—a change that is “intended to promote efficiency, transparency, and operational resiliency.” Among other things, the final rule requires the electronic filing or submission of: (i) applications for orders under the Advisers Act on EDGAR; (ii) confidential treatment requests for Form 13F filings on EDGAR; and (iii) Form ADV-NR (through the IARD system).

    The SEC also released a Fact Sheet further explaining the final rule and what is required. According to a statement released by SEC Chair Gary Gensler, “these amendments benefit filers, investors, and the SEC” as “it is important for filers to have easy, online methods to submit information to the Commission, and where appropriate for investors to have easy, online access as well.”

    Securities Electronic Filing EDGAR SEC

  • SEC publishes final rule requiring certain electronic filings


    On June 3, the SEC announced a final rule requiring certain forms to be filed or submitted electronically. The final rule also amends forms to require structured data reporting and remove outdated references. According to the SEC, the final rule is “intended to promote efficiency, transparency, and operational resiliency by modernizing how information is filed or submitted to the Commission and disclosed to the public.” The SEC also noted that electronic filings will be more accessible and available on the SEC website in searchable formats. The public comment period will be open for 30 days after publication in the Federal Register. The SEC released a Fact Sheet providing information on the amendments to electronic filing requirements. According to a statement released by SEC Chair Gary Gensler, the final rule “will modernize and increase the efficiency of the filing process—for filers, investors, and the SEC.”

    Securities Agency Rule-Making & Guidance SEC EDGAR Federal Register

  • SEC proposes amendments to electronic filing requirements


    On November 4, the SEC announced two proposed amendments (Updating EDGAR Filing Requirements and Electronic Submission of Applications for Orders under the Advisers Act and the Investment Company Act, Confidential Treatment Requests for Filings on Form 13F, and Form ADV-NR; Amendments to Form 13F), which update electronic filing requirements. These proposed amendments are intended to increase efficiency, transparency, and operational resiliency by modernizing how information is submitted to the SEC and disclosed. The proposed rule and form amendments would require, among other things, certain forms to be filed or submitted electronically and would make technical amendments to certain forms to require structured data reporting and eliminate outdated references. According to the SEC, the Commission currently allows, and at times requires, certain forms to be filed or submitted in paper format. The SEC also noted that publicly filed electronic submissions would be more readily accessible to the public and would be available in a searchable format on the SEC’s website. The public comment period will be open for 30 days after publication in the Federal Register.

    The same day, the SEC published a fact sheet clarifying, among other things, how the rule applies and what is required under the proposed amendments. According to a statement released by SEC Chair Gary Gensler, “just as we are hoping to update our rules for market participants in the face of rapidly changing technology, it’s also important that we update our rules to make filing obligations more efficient.”

    Securities SEC EDGAR Fintech Federal Register Agency Rule-Making & Guidance

  • SEC enhances public access to EDGAR financial disclosure data


    On August 19, the SEC announced enhancements to provide public access to publicly traded companies’ EDGAR financial statements and other disclosures. For the first time, the SEC is releasing Application Programming Interfaces (APIs) that aggregate financial statement data in order to make corporate disclosures quicker and easier for developers and third-party services to use. APIs will also “allow developers to create web or mobile apps that directly serve retail investors.” According to EDGAR Business Office Director Jed Hickman, the “new APIs make important information about public companies more accessible and usable than ever before.” He added that this is another step in “the SEC’s continuing efforts to facilitate innovation and make financial disclosure data accessible to all market participants.”

    Securities SEC EDGAR Fintech

  • SEC announces EDGAR filing window extension for registered investment companies and business development companies

    Federal Issues

    On April 22, the SEC Division of Investment Management announced that it is extending the EDGAR filing window on April 29, 2020, from 5:30 p.m. to 10:00 p.m. EDT for registered investment company and business development company filings. Ordinarily, a filing submitted after 5:30 p.m. EDT would be considered to be filed the next business day but the division is providing a one-day extension only. Any registered investment company or business development company requiring a subsequent filing window extension should submit a request.  

    Federal Issues Covid-19 SEC EDGAR

  • SEC Chairman Releases Statement Discussing Internal Cybersecurity Assessment, Announces EDGAR Vulnerability May Have Led to Illicit Gain

    Privacy, Cyber Risk & Data Security

    On September 20, the SEC released a statement issued by Chairman Jay Clayton regarding the Commission’s approach to cybersecurity and its impact on market participants. Topics discussed in the statement, which is part of the SEC’s ongoing assessment of its cybersecurity risk profile, include:

    • the collection and use of data by the SEC;
    • the management of, and responses to, internal cybersecurity risks;
    •  the integration and incorporation of cybersecurity considerations into the SEC’s supervision of regulated entities;
    • coordinated efforts with other regulations to identify and mitigate risk; and
    • oversight and enforcement efforts related to cybersecurity activities.

    The Chairman also discussed the SEC’s discovery in August that a 2016 security incident involving a software vulnerability within the Commission’s EDGAR system “may have provided the basis for illicit gain through trading” by providing access to nonpublic information. However, the SEC also stated its belief that “the intrusion did not result in the unauthorized access to personally identifiable information, jeopardize the operations of the Commission, or result in systemic risk.” According to the SEC, the vulnerability was patched promptly after discovery, and the SEC commenced an internal investigation, which is ongoing.

    Chairman Clayton is scheduled to testify before the Senate Banking Committee on September 26 at a hearing titled, “Oversight of the U.S. Securities and Exchange Commission.”

    Privacy/Cyber Risk & Data Security SEC Senate Banking Committee EDGAR Data Breach

  • Senate Banking Committee Urges SEC To Investigate Time Disparity In Electronic Filings


    On November 3, Senators Johnson (D-SD) and Crapo (R-ID) of the Committee on Banking, Housing, and Urban Affairs sent a letter to The Honorable Mary Jo White, Chair of the SEC, regarding an academic study showing that company filings submitted electronically to the SEC are, more often than not, available to private subscribers before the general public. The letter highlights the concern that some investors receive real-time information before it is widely available, and requests that the agency provide the steps it is taking to ensure that such unequal access to trading data is eliminated. Finally, the letter requests an outline of “what [it has] previously done to address any similar issues, how [it] will review for any other discrepancies in SEC systems and how [it] will monitor to avoid such issues in the future.”

    SEC Senate Banking Committee EDGAR

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