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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations
the entitys EDGAR account. Resolution of such disputes often turns on matters of state corporation law or other factors outside the scope of the Federal securities laws. Under existing practice, the Commission staff has asked the disputing parties to either resolve the dispute themselves or have the matter adjudicated under the relevant state corporation law.22 The final rule affirms the Commissions ability to take action to ensure that only authorized persons make submissions on behalf of the filer.
We received no comments on this aspect of the proposal.
6. Potential Manipulation We are adopting a modification to proposed Rule 15a6. The proposed rule specified that if the Commission has reason to believe that a submission or an attempted submission may be misleading or manipulative, the Commission may prevent acceptance or dissemination of the submission while evaluating the circumstances surrounding the submission.23 The proposed rule also specified that the Commission may allow acceptance or dissemination if its concerns are satisfactorily addressed.24
After further consideration, we are slightly modifying proposed Rule 15a6 to clarify that the Commission may continue to prevent acceptance or dissemination after it has evaluated the circumstances surrounding the submission if its concerns have not been satisfactorily addressed. If the Commission allows acceptance or dissemination of the submission, the initial or initially attempted filing date will be assigned to the submission, assuming the submission does not implicate other provisions of Rule 15.
We received no comments on this aspect of the proposal.

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7. Unauthorized Submissions We are adopting as proposed 17 CFR
232.15a7, which specifies that the Commission may prevent the use of EDGAR access codes if it has reason to believe that there has been an unauthorized submission or an attempt to make an unauthorized submission on EDGAR. Under existing practice, when 22 When a dispute arises between parties, each of whom claims to be the legitimate corporate representativewhich may occur after a leadership change at a filing entitythe Commission staff typically prevents future submissions until the parties can reach an agreement, or a party is able to provide a court order designating the appropriate corporate representative.
23 See Proposed Rule 15a6. See also Proposing Release, supra footnote 1, at 58020 discussing examples of submissions or attempted submissions that may be misleading or manipulative.
24 See Proposed Rule 15a6.

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questions arise as to whether a particular submission or attempted submission was authorized, the Commission seeks to better understand the circumstances surrounding the submission and evaluate what steps, if any, to take in response. Rule 15
specifies that, in such situations, the Commission may prevent any further submissions by the filer or otherwise remove the filers access to EDGAR. If its concerns are satisfactorily addressed, the Commission will allow the use of EDGAR access codes and permit the submission to proceed, assuming the submission does not implicate other provisions of Rule 15. We received no comments on this aspect of the proposal.
8. Additional Remedial Steps The Commission cannot anticipate every administrative submission issue that may arise in the future. Thus, we are adopting as proposed Rule 15a8, which specifies the circumstances in which the Commission may take further appropriate steps to address a matter and communicate as necessary with the filer regarding a submission.
Specifically, under the rule, the Commission may take such further steps if the Commission has reason to believe that, to promote the reliability and integrity of EDGAR submissions, it must address a submission issue that cannot be addressed solely by filer corrective disclosure or by the actions set forth in paragraphs a1 through 7 of Rule 15.
We received no comments on this aspect of the proposal.
9. Notice Finally, we are adopting as proposed Rule 15b, which provides that the Commission may act without advance notice to filers or any other person.
Specifically, Rule 15b provides a method for the Commission to provide notice of its actions under the rule to a filer and any person the Commission determines is relevant to the matter relevant person as soon as practicable after those actions are taken.
In response to commenters, we are clarifying that the term relevant person encompasses, in appropriate circumstances, a filers vendor or supplier that made the related submission on behalf of the filer.25 In addition, relevant persons could include, but are not limited to, parties other than the filer that are involved in 25 See XBRL US Comment Letter I; JT Foxx Comment Letter; Auto Connection Comment Letter requesting that the Commission always consider an issuers vendor or supplier to be a relevant person when the Commission provides notice of its actions to a filer and any relevant person.

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code disputes and parties other than the filer that are involved in submissions made in another entitys account. Rule 15b provides that the Commission will send written notice and a brief factual statement of the basis for the action by electronic mail to the email address on record in the filers EDGAR account, and the email address of any relevant persons. The Commission may also send, if necessary, the notice and factual statement by registered, certified, or express mail to the physical address on record in the filers EDGAR account and the physical address of any relevant persons. The notice provides the filer and relevant persons an opportunity to bring pertinent information to the Commissions attention and will help facilitate prompt resolution of submission issues.
Three commenters were generally supportive of the proposed rule but expressed concern that the Commission may redact information from a submission without first contacting the filer.26 The commenters requested that filers be notified prior to any Commission action in the proposed rule, if possible. The commenters recognized, however, that there may be situations where advance notification would not be feasible and, in such situations, they agreed with the Commissions proposal to notify the filer and relevant persons as soon as possible after the action is taken.
As discussed in the Proposing Release, the Commission typically communicates and works with filers to address submission issues, and the Commission anticipates that it generally will continue to work with filers in advance of taking action under the rule.27 At the same time, the final rule allows the Commission the necessary flexibility to take action promptly to avoid harm to investors and other EDGAR users who depend upon the accuracy of the information disseminated by EDGAR.28 For example, as discussed above, the Commission has sought to reduce the risk that Sensitive PII included in EDGAR submissions may result in financial or personal harm to individuals.29 Immediate Commission action may also be necessary to avoid potential threats to EDGAR, to prevent the dissemination of unauthorized or potentially false or misleading submissions, or to prevent the improper 26 Id.
27 See Proposing Release, supra footnote 1, at 58020.
28 Id.
29 See Section II.A.1 and Proposing Release, supra footnote 1, at 58019.

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