SEC Alert! SEC Proposes to Modernize the Submission of Certain Forms, Filings, and Materials Under the Securities Exchange Act of 1934. The proposed amendments would require registrants to make submissions to the Commission electronically.
proposed Rule (427 pages)
The Securities and Exchange Commission (“Commission” or “SEC”) is proposing to require electronic filing or submission of certain forms and other filings or submissions that are required to be filed with or submitted to the Commission under the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations under the Exchange Act. The proposal would require the electronic filing or submission on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, using structured data where appropriate, for certain forms filed or submitted by self-regulatory organizations (“SROs”). The proposal would require the information currently contained in Form 19b-4(e) to be publicly posted on the SRO’s website and remove the manual signature requirements for SRO proposed rule change filings. The Commission is also proposing that a clearing agency post supplemental material to its website. In addition, the proposal would amend rules under the Exchange Act and the Securities Act of 1933 (“Securities Act”) to require the electronic filing or submission on EDGAR, using structured data where appropriate, of certain forms, reports and notices provided by broker-dealers, security-based swap dealers and major security-based swap participants. The proposed amendments also would require withdrawal in certain circumstances of notices filed in connection with an exception to counting certain dealing transactions toward determining whether a person is a security-based swap dealer. Finally, the Commission is proposing to allow electronic signatures in certain broker-dealer filings, and is proposing amendments regarding the Financial and Operational Combined Uniform Single Report (“FOCUS Report”) to harmonize with other rules, make technical corrections, and provide clarifications.
The Securities and Exchange Commission today proposed amendments designed to modernize its information collection and analysis methods by, among other things, proposing that a number of filings be submitted to the Commission electronically on EDGAR using structured data where appropriate.
Under current rules, registrants are required to file or otherwise submit many Exchange Act forms, filings, or other submissions in paper form. During the COVID-19 pandemic, many submissions were made in electronic rather than paper form, which was generally well received. As part of its efforts to modernize the methods by which it collects and analyzes information from registrants, the proposed amendments would require registrants to make these submissions to the Commission electronically.
“We live in a digital age. In 2023, one might think that all filings to the Commission already could be made electronically. That’s not yet true,” said SEC Chair Gary Gensler. “Today, we have the important opportunity to require electronic filing for nearly all of the remaining paper filings required under the Exchange Act. I believe the proposal, if adopted, would save both registrants and the Commission time and resources.”
Specifically, the proposed amendments would require the electronic filing, submission, or posting of certain forms, filings, and other submissions that national securities exchanges, national securities associations, clearing agencies, broker-dealers, security-based swap dealers, and major security-based swap participants make with the Commission. The proposed amendments would also make certain amendments regarding the Financial and Operational Combined Uniform Single (“FOCUS”) Report to harmonize it with other rules, make technical corrections, and provide clarifications. In addition, the proposed amendments would require 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 in specified circumstances.
The public comment period will remain open for 30 days after publication in the Federal Register or until May 22, 2023, whichever is later.
What folks at the SEC are saying:
Statement on Electronic Filing Chair Gary Gensler
Statement on Trading and Markets Proposal to Move from Paper to Electronic Filing Under Various Rules Commissioner Hester M. Peirce
Statement on Electronic Filing of Certain Forms and Other Filings Under Securities Exchange Act of 1934; Technical Amendments Regarding FOCUS Report Commissioner Mark T. Uyeda
Modernizing the Filing Process for Market Participants Commissioner Jaime Lizárraga
Statement on the Proposed Expansion of Electronic Filing Commissioner Caroline A. Crenshaw
