Recently, the Securities and Exchange Commission (the “SEC”) proposed rule and form amendments to Rule 10 and Rule 11 of Regulation S-T to improve filer access to and management of accounts on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) (the “Proposed Rule”).1 The proposed amendments and technical changes would require EDGAR filers, including investment advisers filing Forms 13F or 13H, to authorize identified individuals who would be responsible for managing filers’ EDGAR accounts. In addition, individuals acting on behalf of filers on EDGAR would need individual account credentials to access those EDGAR accounts and make filings. The SEC also announced that it will open a beta software for testing and feedback.
Proposed Amendments to Regulation S-T
Under proposed Rule 10(d)(1), only those individuals who obtained individual account credentials could be authorized to act on the filer’s behalf on a dashboard on the EDGAR filer website. Proposed Rule 10(d)(2) would require each filer to authorize and maintain individuals as its account administrators to manage the filer’s EDGAR account on the filer’s behalf. Proposed Rule 10(d)(4) would require each filer, through its authorized account administrators, to confirm annually that all account administrators, users, delegated entities, and technical administrators are authorized by the filer and that all information regarding the filer on the dashboard is accurate, including the filer’s corporate and contact information. In addition, pursuant to proposed Rule 10(d)(5), each filer would further be required to maintain accurate and current information about the filer on EDGAR, and pursuant to proposed Rule 10(d)(6), to securely maintain information relevant to the ability to access the filer’s EDGAR account. The SEC would also offer filers optional Application Programming Interfaces (“APIs”) to facilitate machine-to-machine communication with EDGAR, including submission of filings and retrieval of related information.
Beta Software
The SEC announced that it will open to the public a beta software environment for filer testing and feedback, which will reflect the Proposed Rule and the related technical changes.
Transition and Compliance
If the Proposed Rule and form amendments are adopted, mandatory enrollment would begin one month after adoption and remain open for six months thereafter (the “Enrollment Period”). The compliance period would start six months after the beginning of the Enrollment Period.
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The Proposed Rule is currently in a public comment period.2 If you have any questions regarding the Proposed Rule and form amendments, please contact your Investment Management Group attorney at Seward & Kissel LLP.
