January 7, 2022

EDGAR Upgrade: SEC Says It Will Do Some More Thinking on Proposed Changes

Last September, Liz blogged about the SEC’s decision to solicit comments on proposed upgrades to the way filers accessed the EDGAR system & the way in which filer accounts are managed.  The comment period expired on December 1, 2021, but it doesn’t look like changes to the EDGAR access process are imminent. That’s because on Wednesday, the SEC announced that Chair Gensler had “asked the staff to consider how the agency might address concerns articulated by commenters” on the proposed changes.

I checked out the SEC’s website, and commenters – many of whom are affiliated with third party filer support companies – expressed a number of concerns about the proposed changes. In particular, several commenters noted that the SEC’s proposal to alter the authentication scheme from an SEC-managed form-based login to the government-wide single sign-on could cause significant problems for filers. This excerpt from DFIN’s letter is fairly representative of those concerns:

Our main concern relates to the use of with multi-factor authentication. This approach is not an efficient option for system-to-system authentication, the most common submission method used by the majority of filers today. We recognize the Commission’s goal of providing additional security, however the proposed access through will pose an added burden on filers as described herein.

We believe that eliminating the server-to-server submission process would introduce significant negative impacts to the reporting environment that healthy capital markets depend on, as well as significantly increase the burden to the SEC to support filers throughout the submission process.

Another common theme among the letters submitted to the SEC was a request to extend the comment period beyond its December 1, 2021 expiration date. While the SEC didn’t formally extend the deadline in its announcement, it did make it clear that the Staff “would seek additional information and engage in a dialogue regarding concerns raised by commenters, which may include consideration of further approaches to EDGAR access improvements.”

John Jenkins