Tag: EDGAR Next

Cooley Alert: “SEC Adopts EDGAR Next: What’s New About Next, and What Should SEC Registrants Do Now to Comply?”

In September, the SEC adopted changes to the EDGAR system designed primarily to enhance EDGAR security, specifically related to EDGAR filer access and account management. (See this PubCo post.) While the SEC has updated EDGAR several times, it’s been over ten years since the SEC updated EDGAR login, password and other account access protocols in any significant way. The new rules involve substantial updates to those processes. This new Cooley Alert,  “SEC Adopts EDGAR Next: What’s New About Next, and What Should SEC Registrants Do Now to Comply?,” from our Public Companies group, is designed to help you through that transition.

SEC adopts EDGAR Next

In September last year, the SEC proposed changes to the EDGAR system designed primarily to enhance EDGAR security, specifically related to EDGAR filer access and account management. (See this PubCo post.) While the SEC has updated EDGAR several times, it’s been over ten years since the SEC updated EDGAR login, password and other account access protocols in any significant way. On Friday, the SEC adopted the proposal with some changes. As summarized in the press release, “[t]he amendments require EDGAR filers to authorize identified individuals who will be responsible for managing their accounts, and individuals acting on behalf of EDGAR filers will need to present individual account credentials obtained from Login.gov to access those EDGAR accounts and make filings. Form ID, the application for access to EDGAR, will be modernized to make the form more user-friendly.” Filers will also be able to use optional Application Programming Interfaces (APIs), described as “a machine-to-machine method of making submissions, retrieving information, and performing account management tasks that will improve the efficiency and accuracy of filers’ interactions with EDGAR.” According to SEC Chair Gary Gensler, “[t]he public and the SEC long have benefited from the EDGAR electronic filing system….Today’s amendments are an important next step for EDGAR account access protocols.” In his statement, he added that, “[u]nder previous requirements, registrants had one login per company. This is like having a family passing around one shared login and password for a movie streaming app. You know where that can lead. That’s simply not the most secure system—for filers and the Commission alike—when it comes to information relating to financial disclosure. By contrast, today’s amendments further secure login protocols by requiring every person filing something into EDGAR to login with individual credentials and to use multi-factor authentication.”  The rule and form amendments will become effective March 24, 2025.  On the same date, the new dashboard will go live, and compliance with the amended Form ID requirements will be required. The compliance date for all other rule and form amendments is September 15, 2025. I know you’ll be excited to study the new EDGAR filer manual and here’s a blackline copy to help with that undertaking. Will the new system put the kibosh on fake SEC Form 4s, fake Forms 8-K, fake Schedules 13D, fake SEC correspondence and other fake SEC filings?

Time for EDGAR Next?

Last week, the SEC proposed changes to the EDGAR system designed primarily to enhance EDGAR security, specifically related to EDGAR filer access and account management. In his Statement, SEC Chair Gary Gensler observed that a “lot has changed in the three decades since the Commission first required mandatory EDGAR filings in 1993.” While the SEC has updated EDGAR several times, it’s been over ten years since the SEC updated EDGAR login, password and other account access protocols in any significant way. Currently, Gensler reminded us, “registrants have one login per company. This is like having a family passing around one shared login and password for a movie streaming app. You know where that can lead. That’s simply not the most secure system—for filers and the Commission alike—when it comes to information relating to financial disclosure. By contrast, today’s actions would further secure login protocols by requiring every person filing something into EDGAR to login with individual credentials and to use multi-factor authentication.” Will the proposed new system, if finalized, put the kibosh on fake SEC Form 4s, fake Forms 8-K, fake Schedules 13D, fake SEC correspondence and other fake SEC filings? The proposal is open for comment for 60 days after publication in the Federal Register.