TheCorporateCounsel.net

I was lucky enough to stay in San Francisco for an extra day after our 2024 Proxy Disclosure & 21st Annual Executive Compensation Conferences to attend some sessions of the National Association of Stock Plan Professionals (NASPP) Annual Conference and Exhibition. During a panel featuring Alan Dye of Hogan Lovells and Section16.net and NASPP’s Executive Director Barbara Baksa on “Section 16 & Insider Compliance Today,” I was reminded of just how many things public companies, investment fund administrators, individuals (Section 16 officers and directors) and filing agents will need to do to prepare for EDGAR Next.

Luckily, shortly after the Conferences, Cooley released this helpful Q&A detailing next steps. After an overview of the changes, which Dave addressed when adopted, the alert dives into key dates:

– Compliance with EDGAR Next will be required on September 15, 2025.
– Starting on March 24, 2025, the EDGAR Filer Management dashboard will go live, and filers may begin to enroll on the dashboard, while still being able to file pursuant to the legacy filing process.
– Legacy filing processes on EDGAR will continue to be available through September 12, 2025.
– Also starting on March 24, 2025, compliance with the amended Form ID, which must be submitted through the dashboard, will be required.
– Filers may continue to enroll in the dashboard until December 19, 2025.  Beginning December 22, 2025, filers that have not enrolled in EDGAR Next or received access through submission of an amended Form ID will be required to submit an amended Form ID to request access to their existing accounts.
– A beta software environment for filer testing and feedback is open now. The beta includes a new EDGAR Filer Management website, a secure dashboard and beta versions of the APIs.

As you start to consider your 2025 to-do list, here are the alert’s suggestions for what companies should be doing to prepare:

– All individuals who make submissions on behalf of a company or its Section 16 officers and directors, or who manage their SEC codes, should obtain Login.gov account credentials well before March 24, 2025. This most likely will include members of the corporate secretary’s office and the financial reporting team.
– Take advantage of the beta environment to get familiar with the new dashboard. Login.gov credentials are required for access.
– Develop a process by which the company and its Section 16 officers and directors will authorize individuals to serve as account administrators. This could include powers of attorney from Section 16 filers or a less formal form of authorization. Once authorized, account administrators will be able to manage Section 16 filers’ EDGAR account on the dashboard, adding other account administrators, users and technical administrators and delegating authority to file, as needed.
– Update onboarding processes for new Section 16 officers and directors to include designating an account administrator(s) in the amended Form ID. Starting March 24, 2025, the amended Form ID becomes effective and must be submitted by an account administrator through the dashboard.
– Ensure central index keys (CIKs), CIK confirmation codes (CCCs), passphrases and passwords are current for the company and all Section 16 officers and directors. … All EDGAR access codes under legacy EDGAR – including passphrases, passwords and password modification authorization codes – will be deactivated on September 15, 2025.
– Determine when the account administrator will enroll the company and Section 16 officers and directors in the new dashboard. For year-end companies, it is suggested to commence enrollment after the year-end reporting cycle is completed, but well before the September 15, 2025, compliance date.
– Determine which account administrator will be responsible for the annual confirmation and add the annual confirmation into year-end reporting processes.

– Meredith Ervine