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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations
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Because the final rule informs filers of possible actions the Commission may take and the Commissions process to promote the reliability and integrity of EDGAR submissions, the final rule will improve the efficiency of administering EDGAR. This benefit is likely to be limited because the Commission will continue to resolve most issues by contacting filers to facilitate filer corrective disclosure. Since filers may submit fewer filings with errors and the Commission and filers will be able to more quickly correct errors, the final rule could lead to more timely and accurate information in EDGAR, benefiting investors, research analysts, data aggregators, and other financial professionals.35 Moreover, since the entities to correct administrative issues. As with filers, these entities may incur lower costs if they are notified and can rectify issues with EDGAR
submissions sooner.
35 See generally Michael S. Drake, Darren T.
Roulstone, and Jacob R. Thornock, The Determinants and Consequences of Information Acquisition via EDGAR, 32 Contemporary Accounting Research 3 2016 Most EDGAR users access the database a few times per quarter around corporate events such as restatements, earnings announcements, and acquisition announcements.
This activity is related to, but distinct from, financial press articles. A small subset of users access EDGAR daily for multiple filings.; Jonathan L. Rogers, Douglas J. Skinner, and Sarah L. C.
Zechman, Run EDGAR Run: SEC Dissemination in a High-Frequency World, Chicago Booth Research Paper No. 1436 Feb. 17, 2017 finding that for a sample of Form 4 filings, there was an economically significant advantage to accessing data because of then-existing lags between the Commissions EDGAR website and the public dissemination feed;
Brian Gibbons, Peter Iliev, and Jonathan Kalodimos, Analyst Information Acquisition via EDGAR, Working Paper Nov. 15, 2019 finding that information acquisition from EDGAR is associated with smaller analyst forecast errors; Peter Iliev, Jonathan Kalodimos, and Michelle Lowry, Investors Attention to Corporate Governance, 9th Miami Behavioral Finance Conference 2018 Jul. 16, 2020 using EDGAR log files, finding that investors conduct significant research into corporate governance, particularly for large firms, firms with low managerial entrenchment, and those with meetings outside of the proxy season; Huaizhi Chen, Lauren Cohen, Umit Gurun, Dong Lou, and Christopher J. Malloy, IQ from IP: Simplifying Search in Portfolio Choice, NBER Working Paper No. 24801 Apr. 20, 2019 using EDGAR log data, shows institutional investors tracked management teams and insider-trading filings of firms; and Zhongling Qin, Measuring Attention: The Case of Amendments to 10K Annual Reports, Working Paper Nov. 15, 2019 showing consistently higher trading volume once there are enough attentive readers of 10K/A filings, as defined by whether the readers read the original 10K filings, though consistent with gradual diffusion of information.
But see Stefano DellaVigna and Joshua M. Pollet, Investor Inattention and Friday Earnings Announcements, 64 J. of Fin. 2 Mar. 13, 2009
finding less immediate response for Friday announcements than for announcements on other days, consistent with investor inattention; and Tim Loughran and Bill McDonald, The Use of EDGAR
Filings by Investors, J. of Behavioral Fin.
Forthcoming Dec. 4, 2016 showing that the average publicly traded firm has its annual report accessed only 28.4 times on the day of and day after
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Commission, as the administrator of EDGAR, already takes corrective actions to promote the reliability and integrity of EDGAR submissions, we do not expect filers to incur additional costs in connection with these improvements.
The Commission generally cannot predict the need for or the extent of corrective actions, so we cannot quantify the informational efficiency benefits from future corrective actions.
To the extent that the final rule reduces the number of cybersecurity threats or reduces the administrative frictions in preventing cybersecurity threats, there may be benefits to the users of EDGAR.36 In particular, users, including investors, analysts, asset managers, and data collection companies, may incur fewer costs associated with cleaning or repairing systems and recovering data.37
Furthermore, individuals, investors, companies, and asset managers, among others, may benefit from the prevention of cybersecurity attacks that disrupt the dissemination of filings through EDGAR
or obtain confidential or protected financial information on the Commissions or users systems.
Lastly, because EDGAR submissions generally do not require Sensitive PII,38
and current Commission practices seek to identify and redact Sensitive PII, we do not anticipate that the final rule specifying that the Commission may redact, remove and/or not disseminate the filing, though other filings such as initial public offering filings are more quickly consumed.
36 Under current practice, the Commission immediately prevents submissions to EDGAR of any submission that poses cybersecurity risks once the Commission identifies them. Furthermore, the Commission has already promulgated a rule addressing the removal of submissions or parts of submissions that contain executable code. 17 CFR
232.106.
37 See The Council of Econ. Advisers, The Cost of Malicious Cyber Activity to the U.S. Economy Feb. 2018. Available at: https
www.whitehouse.gov/wp-content/uploads/2018/03/
The-Cost-of-Malicious-Cyber-Activity-to-the-U.S.Economy.pdf estimating that in 2016, malicious cyber activity cost the U.S. economy between $57
and $106 billion through denial of service attacks, disruption of business activity, or destruction or theft of proprietary and strategic information.
38 In 2018, the Commission amended forms and schedules to eliminate requirements to provide certain personally identifiable information. See PII
Form Amendments Release, supra footnote 11.
Also, in the EDGAR Filer Manual, the Commission advises against including social security numbers in filings submitted to the Commission. See https
www.sec.gov/info/edgar/edgarfm-vol2-v47.pdf.
Some forms may require Sensitive PII in certain circumstances. For example, Form 20F requires dates of birth of a companys directors and senior management if required to be reported in the home country or otherwise publicly disclosed by the company. Additionally, Forms MA and Funding Portal require IRS Tax numbers if CRD numbers are unavailable. IRS Tax numbers also are required on Form SBSE if CRD numbers, IARD numbers, and foreign business numbers are unavailable.

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EDGAR submissions containing Sensitive PII will have a substantial economic effect.
IV. Administrative Law Matters The Commission finds, in accordance with section 553b3A of the Administrative Procedure Act APA, that these amendments relate solely to agency organization, procedure, or practice and do not constitute a substantive rule. They are therefore not subject to the provisions of the APA
requiring notice of rulemaking, opportunity for public comment, and advance publication of the amendments prior to their effective date. These changes are effective on February 3, 2021. Additionally, the Regulatory Flexibility Act of 1980 39 therefore does not apply. Nevertheless, we previously determined that it would be useful to publish the proposed amendments for notice and comment before adoption.
The Commission has considered all comments received. Because these amendments relate to agency organization, procedure or practice that does not substantially affect the rights or obligations of non-agency parties, they are not subject to Small Business Regulatory Enforcement Fairness Act of 1996.40 These rules do not contain any collection of information requirements as defined by the Paperwork Reduction Act of 1995.41
V. Statutory Basis and Text of Rule Amendments The amendments to Regulation ST
General Rules and Regulations for Electronic Filings are adopted pursuant to statutory authority in Sections 6, 7, 8, 10, and 19a of the Securities Act,42
Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Exchange Act,43 Section 319
of the Trust Indenture Act of 1939,44
and Sections 8, 30, 31, and 38 of the Investment Company Act.45 The amendments to the Commissions Rules of Organization and Program Management are adopted pursuant to statutory authority granted to the Commission, including Section 19 of the Securities Act of 1933, 15 U.S.C.
77s; Sections 4A, 4B, and 23 of the Exchange Act, 15 U.S.C. 78d1, 78d2, and 78w; Section 38 of the Investment Company Act of 1940, 15 U.S.C. 80a37;
Section 211 of the Investment Advisers Act of 1940, 15 U.S.C. 80b11; and 39 5

U.S.C. 601 et seq.
U.S.C. 801 et seq.
41 44 U.S.C. 3501 et seq.
42 15 U.S.C. 77f, 77g, 77h, 77j, and 77sa.
43 15 U.S.C. 78c, 78d1, 78d2, 78l, 78m, 78n, 78o, 78o4, 78w, and 78ll.
44 15 U.S.C. 77sss.
45 15 U.S.C. 80a8, 80a29, 80a30, and 80a37.
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