[Federal Register Volume 85, Number 33 (Wednesday, February 19, 2020)]
[Rules and Regulations]
[Pages 9365-9366]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-02083]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-10749; 34-88040; 39-2530; IC-33792]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is
adopting revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (``EDGAR'') Filer Manual (``EDGAR Filer Manual'' or
``Filer Manual'') and related rules. The EDGAR system was upgraded on
January 27, 2020.
DATES: Effective February 19, 2020. The incorporation by reference of
the EDGAR Filer Manual is approved by the Director of the Federal
Register as of February 19, 2020.
FOR FURTHER INFORMATION CONTACT: For questions regarding updates to
ATS-N submissions, please contact Tyler Raimo in the Division of
Trading and Markets, at (202) 551-6227. For questions concerning
eXtensible Business Reporting Language (``XBRL'') validations or
taxonomies, please contact the Office of Structured Disclosure in the
Division of Economic and Risk Analysis, at (202) 551-5494.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I: ``General Information'' (Version 35) and Volume II:
``EDGAR Filing'' (Version 53) (January 2020). The updated Filer Manual
is incorporated by reference into the Code of Federal Regulations.
The Filer Manual contains all the technical specifications needed
for filers to make submissions through the EDGAR system.\1\ Filers must
comply with the applicable provisions of the Filer Manual in order to
assure the timely acceptance and processing of filings made in
electronic format.\2\
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\1\ We originally adopted the Filer Manual on April 1, 1993,
with an effective date of April 26, 1993. Release No. 33-6986 (April
1, 1993) [58 FR 18638]. We implemented the most recent update to the
Filer Manual on September 27, 2019. See Release No. 33-10709 (Sept.
27, 2019) [84 FR 56938].
\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
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The EDGAR System was updated in Release 20.1 and corresponding
amendments to the Filer Manual are being made to reflect the changes
described below.
The Commission adopted amendments to regulatory requirements in
Regulation ATS under the Exchange Act applicable to alternative trading
systems (``ATS'') that trade National Market System (``NMS'')
stocks.\3\ EDGAR Release 20.1 will update Form ATS-N submission types
to provide filers with a textbox to explain when orders in the NMS
Stock ATS can be routed from the ATS. See Chapter 8 (Preparing and
Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II:
``EDGAR Filing.''
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\3\ See Regulation of NMS Stock Alternative Trading Systems,
Release 34-83663 (July 18, 2018) [83 FR 38768] (requiring, inter
alia, NMS Stock ATSs to disclose information about their operations
and post certain Form ATS-N filings on EDGAR).
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EDGAR Release 20.1 provides additional support for XBRL validation
of Document Entity Identifier data in XBRL submissions to improve
consistency with existing EDGAR data and data in EDGAR header elements.
The EDGAR Filer Manual has been revised to provide additional
instructions for tagging Document Entity Identifier data in submissions
that contain XBRL. See Chapter 6 (Interactive Data) of the EDGAR Filer
Manual, Volume II: ``EDGAR Filing.''
Along with the adoption of the Filer Manual, we are amending Rule
301 of Regulation S-T to provide for the incorporation by reference
into the Code of Federal Regulations of the current revisions. This
incorporation by reference was approved by the Director of the Federal
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
The updated EDGAR Filer Manual is available for website viewing and
printing; the address for the Filer Manual is https://www.sec.gov/info/edgar/edmanuals.htm. You may also obtain paper copies of the EDGAR
Filer Manual from the following address: Public Reference Room, U.S.
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10 a.m. and 3
p.m.
Because the Filer Manual and the corresponding rule and form
amendments relate solely to agency procedures or practice, publication
for notice and comment is not required under the Administrative
Procedure Act (``APA'').\4\ It follows that the requirements of the
Regulatory Flexibility Act \5\ do not apply.
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\4\ 5 U.S.C. 553(b)(A).
\5\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the related
rule and form amendments is February 19, 2020. In accord with the
APA,\6\ we find that there is good cause to establish an effective date
less than 30 days after publication of these rules. The Commission
believes that establishing an effective date less than 30 days after
publication of these rules is necessary to coordinate the effectiveness
of the updated Filer Manual with the related system upgrades.
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\6\ 5 U.S.C. 553(d)(3).
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Statutory Basis
We are adopting the amendments to Regulation S-T under the
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,\7\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities
Exchange Act of 1934,\8\ Section 319 of the Trust Indenture Act of
1939,\9\ and Sections 8, 30, 31, and 38 of the Investment Company Act
of 1940.\10\
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\7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\9\ 15 U.S.C. 77sss.
\10\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 232 REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The authority citation for part 232 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
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2. Section 232.301 is revised to read as follows:
[[Page 9366]]
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets forth
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 35 (January 2020). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 53 (January 2020). All of these provisions
have been incorporated by reference into the Code of Federal
Regulations, which action was approved by the Director of the Federal
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must
comply with these requirements in order for documents to be timely
received and accepted. The EDGAR Filer Manual is available for website
viewing and printing; the address for the Filer Manual is https://www.sec.gov/info/edgar/edmanuals.htm. You can obtain paper copies of
the EDGAR Filer Manual at the following address: Public Reference Room,
U.S. Securities and Exchange Commission, 100 F Street NE, Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. You can also inspect the document at the National Archives
and Records Administration (NARA). For information on the availability
of this material at NARA, email [email protected], or go to:
https://www.archives.gov/federal-register/cfr/ibr-locations.html.
By the Commission.
Dated: January 27, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-02083 Filed 2-18-20; 8:45 am]
BILLING CODE 8011-01-P