Tag: EDGAR

“The electronic Form 144 may be a big change, but it doesn’t have to feel like one!”

That’s the headline on a sidebar on the SEC’s newest Form 144 EDGAR page, providing psychological support and comfort to ease the trauma—I mean the transition—for new filers of electronic Forms 144.  You might recall that, in June, the SEC adopted rule amendments that require electronic submission of Forms 144 related to the sale of securities of Exchange Act reporting companies. According to SEC Chair Gary Gensler, in “fiscal year 2021, more than half of all filed Form 144 forms—30,000 in total—were filed on paper. In a digital age, it’s important for investors to have easy, online access to material information, rather than needing to visit SEC facilities to access that information. This is particularly important during Covid-19, which has made in-person visits to access these filings even more challenging. Even when access to physical copies isn’t restricted, there are other costs associated with paper filings. It costs investors money and time to travel to the SEC’s reading room. It costs the SEC money and time to process paper filings. These amendments will reduce costs and drive more efficiencies for investors, filers, and the SEC.”  (See this PubCo post.) The SEC has now posted the updated EDGAR Filer Manual instructions for electronic filing of Forms 144, commencing the transition; electronic filing will become mandatory in about six months. To facilitate the transition, the SEC has put together FAQs, step-by-instructions and a “wealth” of other resources to assist new electronic filers.  There’s even a communications toolkit with the message “Don’t panic!”

SEC adopts amendments mandating more electronic submissions

On Friday, the SEC announced that it had adopted amendments to require electronic submission of several forms that currently may be submitted on paper and to require structured data reporting (i.e., XBRL) for Form 11-K. Most notably, the amendments require electronic submission of Forms 144 and, in PDF format, of “glossy” annual reports. According to SEC Chair Gary Gensler, in “fiscal year 2021, more than half of all filed Form 144 forms—30,000 in total—were filed on paper. In a digital age, it’s important for investors to have easy, online access to material information, rather than needing to visit SEC facilities to access that information. This is particularly important during Covid-19, which has made in-person visits to access these filings even more challenging. Even when access to physical copies isn’t restricted, there are other costs associated with paper filings. It costs investors money and time to travel to the SEC’s reading room. It costs the SEC money and time to process paper filings. These amendments will reduce costs and drive more efficiencies for investors, filers, and the SEC.” 

SEC proposes more mandatory electronic filing

Yesterday, the SEC published proposed amendments—which the SEC voted unanimously to propose—to update the electronic filing requirements.  The proposed rule and form amendments would require that certain forms be filed or submitted electronically and would amend certain forms to require structured data reporting (i.e., XBRL). Most notably, the proposal would require electronic submission in PDF format of “glossy” annual reports.  According to SEC Chair Gary Gensler, the “proposed amendments are intended to modernize and increase the efficiency of the filing process—for filers, investors, or other interested parties.”  The comment period will be open for 30 days.

EDGAR closed Christmas eve and Christmas day

The SEC has announced that, just like last year, the SEC’s EDGAR system will be closed on both Christmas eve, Thursday, December 24, 2020, and Christmas day, Friday, December 25, 2020.

Proposal to allow SEC to take certain administrative actions on EDGAR without advance notice

The SEC is proposing a new rule in connection with the administration of EDGAR.  Apparently, with increased volume on EDGAR, the SEC has faced administrative issues that potentially impact EDGAR’s reliability and integrity. (Even phony filings!) Proposed Rule 15 would permit the SEC (and its staff) to take the following actions, including actions without advance, to promote the reliability and integrity of EDGAR submissions.

SEC and EDGAR closed on Wednesday in observance of national day of mourning

The SEC has posted this announcement regarding  the closure of the SEC and the EDGAR system on Wednesday, December 5, 2018, in observance of a national day of mourning for former President George H.W. Bush.

Impact of government shutdown on SEC operations

The SEC has finally posted a notice about its operating status in the event of a government shutdown.  If there is a shutdown “after January 19, the SEC will remain open for a limited number of days, fully staffed and focused on the agency’s mission.

NYSE proposes changes regarding delivery to NYSE of proxy materials; SEC approves NYSE restriction on timing of issuance of material news after NYSE close

Two changes—one proposed, one approved—in the NYSE Manual: first, the NYSE is proposing to modify its requirements with respect to delivery to the NYSE of hard copies of proxy materials. Second, the SEC has approved the NYSE’s proposal, as amended, related to a limitation on the issuance of material news in the period immediately after the NYSE close.

Corp Fin posts FAQs regarding extension of process for confidential submission of draft registration statements

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not EGCs, as well as for most follow-on offerings made in the first year after going public. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. The new process will become available on July 10, 2017. (See this PubCo post.) Subsequently, Corp Fin issued a series of FAQs to provide additional guidance.

Conflict minerals report can now be filed on EDGAR as Exhibit 1.01 to Form SD

by Cydney Posner Form SD provides that companies are to file the conflict minerals report as Exhibit 1.01, as does the SEC final release.  Last year, however, Exhibit 1.01 was not technically available for EDGAR filings, and the SEC’s EDGAR office advised that the CMR should instead be filed as […]