On December 11, 2020, the SEC adopted new Rule 15 under Regulation S-T to identify a number of measures the SEC may take in its governing of the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system in promoting the integrity and reliability of EDGAR submissions. The new rule covers items not easily addressed by existing rules or filer corrective disclosure. The SEC has adopted Rule 15 to provide transparency and further substantiate the system by which it expeditiously informs filers and other relevant individuals of its activities under the rule.
Under proposed Rule 15, the SEC may take the following actions regarding EDGAR submissions:
inhibiting acceptance or dissemination of an attempted submission that appear to be misleading or manipulative while assessing the circumstances surrounding the submission and granting acceptance or dissemination if concerns are adequately addressed
blocking submissions that pose a threat to cyber safety
rectifying system or SEC staff errors
removing or preventing dissemination of submissions made under a wrong EDGAR identifier
prohibiting the ability to submit files when there are disputes over the permission to use EDGAR access codes
resolving similar administrative issues concerning submissions
preventing an unauthorized submission or otherwise revoke a filer’s access
removing or preventing dissemination of confidential, identifiable data that could result in personal or financial damage if published
Pursuant to Regulation S-T, the SEC is also adopting amendments that authorize the Director of the agency’s EDGAR Business Office to take actions under the new rule and under 1) Rule 13(b) concerning setting the terms of continuing hardship exemption and 2) Rule 202 regarding the adjustment of a filing date for an electronic filing.
For more information regarding the new rule, contact Rosemary Filou, Chief Counsel; Monica Lilly, Senior Special Counsel; or Jane Patterson, Senior Counsel, at the EDGAR Business Office by phone at (202) 551-3900, or by mail at Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.
The rule will be effective upon publication of the associated SEC release in the Federal Register.