On December 11, 2020, the Securities and Exchange Commission (the “SEC") adopted a new Rule 15 under Regulation S-T regarding the administration of the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR") system. Rule 15 was designed to promote the reliability and integrity of EDGAR submissions.
The SEC has not yet provided full disclosure about the specific processes required to achieve these actions, but the new rule includes actions for the following items:
1. Sensitive Personally Identifiable Information. If the SEC determines that a submission contains personally identifiable information that if released may result in financial or personal harm to an individual, the filer should
- redact such personally identifiable information from the submission;
- prevent dissemination of the submission; and/or
- remove the submission from the Commission’s public website.
2. Cybersecurity Threat. The SEC may prevent any submission to EDGAR that poses a cybersecurity threat, including but not limited to, submissions containing any malware or virus, and may communicate as necessary with the filer regarding the submission.
3. System or SEC Staff Error. If the SEC determines that a submission:
- has not been processed by EDGAR,
- has been processed incorrectly by EDGAR; or
- contains an error due to the Commission staff,
the SEC may correct and/or prevent public dissemination of the submission to EDGAR. The SEC may communicate with the filer as necessary to suggest corrective action.
4. Incorrect EDGAR Identifier.If the SEC determines that a submission is made under an incorrect CIK (the unique public number assigned to each SEC filer), the SEC will remove and/or prevent public dissemination of the submission and may communicate with the filer as necessary to facilitate a corrective disclosure.
5. Disputes Over Authority. If the SEC determines that a dispute exists regarding the authority to make submissions on behalf of a filer, the SEC may prevent a filer from submitting filings to the SEC until the dispute is resolved.
6. Misleading or Manipulative Submissions. If the SEC believes that an attempted submission may be misleading or manipulative, the Commission may prevent acceptance or dissemination of the submission until the SEC's concerns are satisfactorily addressed.
7. Unauthorized Submissions. If the SEC has reason to believe that a filer has made an unauthorized submission or attempted to make an unauthorized submission, the SEC will prevent any further transmissions by the filer or remove the filer's access to EDGAR.
8. Similar Administrative Issues. If the SEC believes that to promote the reliability and integrity of submissions through EDGAR it must address a submission issue that cannot be managed by the actions stated above, the Commission will take further steps as appropriate to address the matter and communicate as necessary with the filer regarding the submission. The SEC will also facilitate the filer's submission of a corrective disclosure, if applicable.
The SEC may take any of the actions above without providing advance notice to the filer or to any other person.
As soon as reasonably practicable after taking any of the actions listed above, the SEC will provide written notice and a brief factual statement of the basis for the action to the filer and to any other person(s) the SEC determines are relevant to the matter (“relevant persons"*)
- by electronic mail to the email address on record in the filer's EDGAR account, and
- to the email address of any relevant persons, and
- if necessary, by registered, certified, or express mail to the physical address on record in the filer's EDGAR account and to the physical address of any relevant persons.
The rule does not prevent a filer from addressing an error or mistake identified in the filer’s submission by making a filer corrective disclosure request to the SEC.
The new Rule 15 became effective in the Federal Register on February 3, 2021.- *The term “relevant person” encompasses a filer’s:
- Vendor or supplier that made the related submission on behalf of the filer;
- Parties other than the filer involved in a code dispute; or
- Parties other than the filer involved in a submission made in another entity’s account.