[Federal Register Volume 88, Number 76 (Thursday, April 20, 2023)]
[Rules and Regulations]
[Pages 24329-24330]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-08216]



 ========================================================================
 Rules and Regulations
                                                 Federal Register
 ________________________________________________________________________
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 This section of the FEDERAL REGISTER contains regulatory documents 
 having general applicability and legal effect, most of which are keyed 
 to and codified in the Code of Federal Regulations, which is published 
 under 50 titles pursuant to 44 U.S.C. 1510.
 
 The Code of Federal Regulations is sold by the Superintendent of Documents. 
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  Federal Register / Vol. 88, No. 76 / Thursday, April 20, 2023 / Rules 
and Regulations  

[[Page 24329]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11168; 34-97161; 39-2549; IC-34860]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting amendments to Volume II of the Electronic Data Gathering, 
Analysis, and Retrieval system (``EDGAR'') Filer Manual (``Filer 
Manual'') and related rules and forms. EDGAR Release 23.1 will be 
deployed in the EDGAR system on March 20, 2023.

DATES: Effective date: April 20, 2023. The incorporation by reference 
of the revised Filer Manual is approved by the Director of the Federal 
Register as of April 20, 2023.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume II of the Filer Manual and related rules, please contact 
Rosemary Filou, Deputy Director and Chief Counsel, or E. Laurita Finch, 
Senior Special Counsel, in the EDGAR Business Office at (202) 551-3900. 
For questions regarding the changes related to amendments to 17 CFR 
240.10b5-1 (``Rule 10b5-1''), and the submission timing for Form 144 
and 144/A, please contact Christian Windsor, Senior Special Counsel, in 
the Division of Corporation Finance at (202) 551-3419 and Heather 
Mackintosh, EDGAR Liaison in the Division of Corporation Finance at 
(202) 551-8111. For questions concerning taxonomies or schemas, please 
contact the Office of Structured Disclosure in the Division of Economic 
and Risk Analysis at (202) 551-5494. For questions regarding Form type 
13F-CTR/A, please contact Heather Fernandez, Financial Analyst, in the 
Division of Investment Management at (202) 551-6708.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 65 (March 2023) and amendments to 
17 CFR 232.301 (``Rule 301''). The updated Filer Manual is incorporated 
by reference into the Code of Federal Regulations.

I. Background

    The Filer Manual contains information needed for filers to make 
submissions on EDGAR. Filers must comply with the applicable provisions 
of the Filer Manual in order to assure the timely acceptance and 
processing of filings made in electronic format.\1\ Filers must consult 
the Filer Manual in conjunction with our rules governing mandated 
electronic filings when preparing documents for electronic submission.
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    \1\ See Rule 301 of Regulation S-T.
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II. EDGAR System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR is being updated in EDGAR Release 23.1, and corresponding 
amendments to Volume II of the Filer Manual are being made to reflect 
these changes, as described below.\2\
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    \2\ EDGAR Release 23.1 will be deployed on March 20, 2023.
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    On December 14, 2022, the Commission adopted amendments to Rule 
10b5-1 under the Securities Exchange Act of 1934, creating new 
disclosure requirements regarding officer and director compensation and 
trading arrangements.\3\ Among other things, to implement the new 
disclosure requirements and to make that information more readily 
available and easily accessible to investors, market participants, and 
others, the Commission is requiring filers to tag in Inline eXtensible 
Business Reporting Language (Inline XBRL), disclosures required under 
newly adopted 17 CFR 229.402(x) (``Item 402(x)'') and 229.408 (``Item 
408 of Regulation S-K'') and Item 16J of Form 20-F. In response to the 
tagging requirement, the Executive Compensation Disclosure (ECD) 
taxonomy is being updated. The amendments also added 17 CFR 
229.601(b)(19) (``Item 601(b)(19)''), which creates an exhibit for 
issuers to file a copy of their insider trading policies and procedures 
as new Exhibit 19 for submission types 10-K, 10-KT, 10K/A and 10-KT/A. 
Finally, Forms 4 and 5 are updated to include a new checkbox to allow 
filers to identify whether the reported transaction was subject to a 
contract, instruction, or written plan intended to meet the conditions 
of Rule 10b5-1(c).
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    \3\ Insider Trading Arrangements and Related Disclosures, 
Release 33-11138 (Dec. 14, 2022) [87 FR 80362 (Dec. 29, 2022)].
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    Further, on February 21, 2023, the Commission adopted amendments 
extending Form 144 EDGAR filing hours to 10 p.m. Eastern Standard Time 
or Eastern Daylight Saving Time, whichever is currently in effect 
(Eastern time).\4\ To implement these amendments, EDGAR is being 
updated to include Form 144 and 144/A among the submission types that 
EDGAR will accept and disseminate on the same day if the submissions 
are made from 6 a.m. to 10 p.m. Eastern time. Consequently, if the Form 
144 is received on a business day from 6 a.m. to 10 p.m. Eastern time, 
the EDGAR filing date will be the date it is submitted.
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    \4\ Extending Form 144 EDGAR Filing Hours, Release 33-11159 
(Feb. 21, 2023) [88 FR 12205 (Feb. 27, 2023)].
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    EDGAR Release 23.1 also makes general functional enhancements to 
EDGAR, for which revisions are made to the Filer Manual as described 
below.
    The EDGAR system is being updated to accept the 2023 versions of 
the U.S. Generally Accepted Accounting Principles (GAAP) Financial 
Reporting, SEC Reporting taxonomy, and other eXtensible Business 
Reporting Language (XBRL) taxonomies accepted in EDGAR, except the 
International Financial Reporting Standards (IFRS) taxonomy which is 
scheduled to be accepted in EDGAR during June 2023.\5\
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    \5\ See https://www.sec.gov/info/edgar/edgartaxonomies.shtml for 
a complete list of supported standard taxonomies.
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    EDGAR will also update its presentation link validations for the 
Closed-End Fund (CEF) taxonomy, and will be updated to remove 
references to previous versions of the Document and Entity Information 
(DEI) taxonomy that are obsolete.
    Finally, Volume II is being amended to reflect minor software 
updates made to EDGAR after the Commission last

[[Page 24330]]

approved changes to the Filer Manual.\6\ Volume II is updated to add a 
new ``Is this a de novo request?'' radio button to the ``Filer 
Information'' page for form type 13F-CTR/A.
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    \6\ Software changes to EDGAR were made in EDGAR Release 22.4.1, 
deployed on January 3, 2023.
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III. Amendments to Rule 301 of Regulation S-T

    Along with the adoption of the updated Filer Manual, we are 
amending Rule 301 of Regulation S-T to provide for the incorporation by 
reference into the Code of Federal Regulations of the current 
revisions. This incorporation by reference was approved by the Director 
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR 
part 51.
    The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/filermanual.

IV. Administrative Law Matters

    Because the Filer Manual and rule amendments relate solely to 
agency procedures or practice and do not substantially alter the rights 
and obligations of non-agency parties, publication for notice and 
comment is not required under the Administrative Procedure Act 
(``APA'').\7\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \8\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\9\
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    \7\ 5 U.S.C. 553(b)(A).
    \8\ 5 U.S.C. 601 through 612.
    \9\ 5 U.S.C. 804(3)(C).
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    The effective date for the updated Filer Manual and related rule 
amendments is April 20, 2023. In accordance with the APA,\10\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The Commission believes that 
establishing an effective date less than 30 days after publication of 
these rules is necessary to coordinate the effectiveness of the updated 
Filer Manual with the related system upgrades.
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    \10\ 5 U.S.C. 553(d)(3).
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V. Statutory Basis

    We are adopting the amendments to 17 CFR part 232 (``Regulation S-
T'') under the authority in sections 6, 7, 8, 10, and 19(a) of the 
Securities Act of 1933,\11\ sections 3, 12, 13, 14, 15, 15B, 23, and 
35A of the Securities Exchange Act of 1934,\12\ section 319 of the 
Trust Indenture Act of 1939,\13\ and sections 8, 30, 31, and 38 of the 
Investment Company Act of 1940.\14\
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    \11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \13\ 15 U.S.C. 77sss.
    \14\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The general authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-6a, 80b-10, 80b-11, 7201 
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 65 (March 2023). All of these provisions have been 
incorporated by reference into the Code of Federal Regulations, which 
action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with 
these requirements in order for documents to be timely received and 
accepted. The EDGAR Filer Manual is available for inspection at the 
Commission and at the National Archives and Records Administration 
(NARA). The EDGAR Filer Manual is available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Operating conditions may limit access to the 
Commission's Public Reference Room. For information on the availability 
of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations.html or email [email protected]. The 
EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/filermanual.

    By the Commission.

    Dated: March 20, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-08216 Filed 4-19-23; 8:45 am]
BILLING CODE 8011-01-P


