TheCorporateCounsel.net

As a certified old-timer, I can still remember the pre-EDGAR days at the SEC when some poor associate, paralegal or courier would come running down 5th street to the SEC’s headquarters with a stack of filings, only to be met at the door of the filing desk by a surly SEC clerk who was officiously locking that door at 5:30 pm eastern time on the dot. Today, we still live with the electronic version of that SEC clerk, with the EDGAR filing window effectively closing for the day at 5:30 pm for most filings as if it were still 1995.

In connection with the SEC’s amendments to extend the Form 144 filing window, Commissioner Uyeda issued a statement noting concern with the Commission’s piecemeal approach to changing the EDGAR filing deadlines for its forms. Noting that today marks the 30th anniversary of the SEC’s rulemaking to implement the EDGAR system for electronic filings and the outdated notion of a 9:00 a.m. – 5:30 p.m. US Eastern Time filing window, Commissioner Uyeda notes:

It is long past time for the Commission to review its rules on EDGAR submission dates, hours, and deadlines more holistically and allow filers, investors, and other market participants to provide feedback. In considering a more comprehensive review of EDGAR, I encourage a discussion on the following questions:

1. Should EDGAR be able to accept electronic submissions on Saturdays, Sundays, and federal holidays?
2. Is the current 6:00 a.m. to 10:00 p.m. Eastern Time EDGAR submission period appropriate?
3. What other forms, if any, should have their filing deadline extended from 5:30 p.m. to 10:00 p.m. Eastern Time, or another time?
4. Are filers outside of the Eastern Time zone, and particularly foreign filers, disadvantaged by the current submission hours and filing deadlines?

The EDGAR system plays a key role in disseminating material information to the marketplace. The lack of a future vision for the EDGAR system as it approaches its fourth decade is a disservice to investors and issuers alike.

– Dave Lynn