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Apr 18 -- The Securities and Exchange Commission (“Commission” or “SEC”) is proposing to require electronic filing or submission of certain forms and other filings or submissions that are required to be filed with or submitted to the Commission under the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations under the Exchange Act.

The proposal would require the electronic filing or submission on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, using structured data where appropriate, for certain forms filed or submitted by self-regulatory organizations (“SROs”). The proposal would require the information currently contained in Form 19b–4(e) to be publicly posted on the SRO's website and remove the manual signature requirements for SRO proposed rule change filings.

The Commission is also proposing that a clearing agency post supplemental material to its website. In addition, the proposal would amend rules under the Exchange Act and the Securities Act of 1933 (“Securities Act”) to require the electronic filing or submission on EDGAR, using structured data where appropriate, of certain forms, reports and notices provided by broker-dealers, security-based swap dealers and major security-based swap participants. The proposed amendments also would require withdrawal in certain circumstances of notices filed in connection with an exception to counting certain dealing transactions toward determining whether a person is a security-based swap dealer.

Finally, the Commission is proposing to allow electronic signatures in certain broker-dealer filings, and is proposing amendments regarding the Financial and Operational Combined Uniform Single Report (“FOCUS Report”) to harmonize with other rules, make technical corrections, and provide clarifications.

Comments should be received on or before May 22, 2023.

The Commission is proposing to require the electronic filing or submission, using structured data where appropriate, of certain forms and other filings, which are currently filed with or submitted to the Commission in paper or via email or are new filing requirements. The proposal is divided into five parts:

(1) forms that are filed or submitted by or otherwise made available electronically by SROs (“Covered SRO Forms”);

(2) supplementary materials (“Covered Supplementary Materials”) that are proposed to be posted on the internet websites of clearing agencies;

(3) forms and related filings filed or submitted by broker-dealers and over-the-counter derivatives dealers (“OTC derivatives dealers”), as well as security-based swap dealers (“SBSDs”) and major security-based swap participants (“MSBSPs”) (each SBSD and each MSBSP also referred to as an “SBS Entity” and together referred to as “SBS Entities”);

(4) other notices, filings, and reports consisting of (a) Form X–17A–19; (b) 17 CFR 240.3a71–3(d)(1)(vi) (“Rule 3a71–3(d)(1)(vi)”) Notices; (c) 17 CFR 240.15Fi–3(c) (“Rule 15fi–3(c)”) Notices; and (d) 17 CFR 240.15Fk–1(c)(2)(ii)(A) (“Rule 15fk–1(c)(2)(ii)(A)”) Compliance Reports; and

(5) amendments regarding the FOCUS Report and signature requirements in Exchange Act Rules 17a–5, 17a–12, and 18a–7. . . .

The Commission is mindful of the costs imposed by and the benefits obtained from our rules. Section 2(b) of the Securities Act, section 3(f) of the Exchange Act, and section 2(c) of the Investment Company Act of 1940 require us, when engaging in rulemaking that requires us to consider or determine whether an action is necessary or appropriate in or consistent with the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition and capital formation. In addition, section 23(a)(2) of the Exchange Act requires us, when adopting rules under the Exchange Act, to consider the impact that any new rule would have on competition and to not adopt any rule that would impose a burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act.

Where possible, we have attempted to quantify the costs and benefits expected to result from the proposed amendments to the submission or posting requirements. However, in some cases we have been unable to quantify the economic effects because we lack the information necessary to provide an estimate. For example, we do not quantify the benefit to the general public of improved access to public filings made available in structured format. We encourage commenters to provide data that may be relevant for quantifying impacts we have not quantified.

This section discusses the benefits and costs of the proposed amendments, as well as their potential effects on efficiency, competition, and capital formation. Some of the proposed amendments are, however, technical, so they will likely not have significant economic effects. . . .

FRN: https://www.federalregister.gov/d/2023-06330 [136 pages]

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