Adoption of Updated EDGAR Filer Manual, 28606-28608 [2024-08091]
Download as PDF
28606
Federal Register / Vol. 89, No. 77 / Friday, April 19, 2024 / Rules and Regulations
containing not more than 80 mg of the
drug in proposed 1700.14(a)(10)(xxiv).12
The exemption is intended to cover
baloxavir marboxil tablets in a dosage of
80 mg or less. The text of the final rule
is unchanged from the proposed rule.
The final rule makes no other changes
to part 1700.
potential for affecting the human
environment.’’ 16 CFR 1021.5(c)(3).
Rules exempting products from poison
prevention packaging rules fall within
the categorical exclusion, so no
environmental assessment or
environmental impact statement is
required.
§ 1700.14 Substances requiring special
packaging.
E. Regulatory Flexibility Act
Under the Regulatory Flexibility Act
(RFA; 5 U.S.C. 601 et seq.), an agency
that engages in rulemaking generally
must prepare initial and final regulatory
flexibility analyses describing the
impact of the rule on small businesses
and other small entities. Section 605(b)
of the Act provides that an agency is not
required to prepare an RFA if the head
of an agency certifies that the rule will
not have a significant economic impact
on a substantial number of small
entities.
As noted in the preamble to the
proposed rule (86 FR 51640 at 51642),
the Commission’s Directorate for
Economic Analysis prepared a
preliminary assessment of the impact of
the proposed rule. Based on this
assessment, the Commission
preliminarily concluded that the
proposed rule would not have a
significant impact on a substantial
number of small businesses or other
small entities. We received no
comments on this assessment or any
additional information. Therefore, we
certify that the rule will not have a
significant economic impact on a
substantial number of small entities. 5
U.S.C. 605(b).
H. Preemption
The PPPA provides that, generally,
when a special packaging standard
issued under the PPPA is in effect, ‘‘no
State or political subdivision thereof
shall have any authority either to
establish or continue in effect, with
respect to such household substance,
any standard for special packaging (and
any exemption therefrom and
requirement related thereto) which is
not identical to the [PPPA] standard.’’
15 U.S.C. 1476(a). A state or local
standard may be excepted from this
preemptive effect if (1) the state or local
standard provides a significantly higher
degree of protection from the risk of
injury or illness than the PPPA standard
and (2) the state or political subdivision
applies to the Commission for an
exemption from the PPPA’s preemption
clause and the Commission grants the
exemption through a process specified
at 16 CFR part 1061. 15 U.S.C.
1476(c)(1). In addition, the Federal
government, or a State or local
government, may establish and continue
in effect a nonidentical special
packaging requirement that provides a
higher degree of protection than the
PPPA requirement for a household
substance for that government’s own
use. 15 U.S.C. 1476(b).
Thus, with the exceptions noted
above, the final rule exempting
baloxavir marboxil tablets in packages
containing not more than 80 mg of the
drug from special packaging
requirements preempts nonidentical
state or local special packaging
standards for the substance.
Alberta E. Mills,
Secretary, U.S. Consumer Product Safety
Commission.
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F. Effective Date
The Administrative Procedure Act
(APA) generally requires that a
substantive rule must be published not
less than 30 days before its effective
date. 5 U.S.C. 553(d)(1). The NPR
proposed an effective date of 30 days
after publication of the final rule in the
Federal Register. We received no
comments on the proposed effective
date. Therefore, the effective date for the
final rule will be May 20, 2024.
G. Environmental Considerations
The Commission’s regulations
provide a categorical exclusion from any
requirement to prepare an
environmental assessment or an
environmental impact statement the
Commission rules ‘‘have little or no
12 The Commission voted 4–1 to publish this final
rule. The Record of Commission Action can be
viewed here: https://www.cpsc.gov/s3fs-public/
RCA-Draft-Final-Rule-to-Exempt-BaloxavirMarboxil-XOFLUZA-from-Packaging-Requirementsin-PPPA.pdf?VersionId=
TR31D0KETbniRXpLZHUqI_9R28VqffJo.
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List of Subjects in 16 CFR Part 1700
Consumer protection, Drugs, Infants
and children, Packaging and containers,
Poison prevention, Toxic substances.
For the reasons given above, the
Commission amends 16 CFR part 1700
as follows:
PART 1700—[AMENDED]
1. The authority citation for part 1700
continues to read as follows:
■
Authority: 15 U.S.C. 1471–76. Secs.
1700.1 and 1700.14 also issued under 15
U.S.C. 2079(a).
2. Section 1700.14 is amended by
adding paragraph (a)(10)(xxiv) to read as
follows:
■
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(a) * * *
(10) * * *
(xxiv) Baloxavir marboxil tablets in
packages containing not more than 80
mg of the drug.
*
*
*
*
*
[FR Doc. 2024–07651 Filed 4–18–24; 8:45 am]
BILLING CODE 6355–01–P
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Part 232
[Release Nos. 33–11277; 34–99752; 39–
2554; IC–35155]
Adoption of Updated EDGAR Filer
Manual
Securities and Exchange
Commission.
ACTION: Final rule.
AGENCY:
The Securities and Exchange
Commission (‘‘Commission’’) is
adopting amendments to Volume II of
the Electronic Data Gathering, Analysis,
and Retrieval system Filer Manual
(‘‘EDGAR Filer Manual’’ or ‘‘Filer
Manual’’) and related rules and forms.
EDGAR Release 24.1 will be deployed in
the EDGAR system on March 18, 2024.
DATES: Effective date: April 19, 2024.
The incorporation by reference of the
revised Filer Manual is approved by the
Director of the Federal Register as of
April 19, 2024.
FOR FURTHER INFORMATION CONTACT: For
questions regarding the amendments to
Volume II of the Filer Manual, please
contact Rosemary Filou, Deputy
Director and Chief Counsel, Laurita
Finch, Senior Special Counsel, or Lidian
Pereira, Senior Special Counsel, in the
EDGAR Business Office at (202) 551–
3900. For questions regarding the Inline
eXtensible Business Reporting Language
(‘‘Inline XBRL’’) mandate for filing
financial statements and schedules
required by Form 11–K, please contact
the Office of Rulemaking in the Division
of Corporation Finance at (202) 551–
3430. For technical questions
concerning Inline XBRL, please contact
the Office of Structured Disclosure in
the Division of Economic and Risk
Analysis at (202) 551–5494. For
questions regarding the filing of
submission form types 17AD–27 and
17AD–27/A in an Inline XBRL format
that includes the data elements
described in Rule 17Ad-27(b)(1) through
SUMMARY:
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Federal Register / Vol. 89, No. 77 / Friday, April 19, 2024 / Rules and Regulations
(5), please contact Matthew Lee,
Assistant Director, or Seoyeon Park,
Counsel to the Director, in the Division
of Trading and Markets; at (202) 551–
5710. For questions regarding the
extension of Schedules 13D and 13G
EDGAR filing hours, please contact
Nicholas Panos, Senior Special Counsel,
or Valian Afshar, Senior Special
Counsel, in the Division of Corporation
Finance at (202) 551–3440. For
questions regarding the Share
Repurchase Disclosure Modernization
rule (vacated), please contact Robert
Errett, Disclosure Management Office, in
the Division of Corporation Finance at
(202) 551–3225 or, for questions related
to the SHR taxonomy, please contact Jim
Yu in the Division of Economic and
Risk Analysis, at (202) 551–6845.
SUPPLEMENTARY INFORMATION: We are
adopting an updated Filer Manual,
Volume II: ‘‘EDGAR Filing,’’ Version 69
(March 2024) 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.
II. EDGAR System Changes and
Associated Modifications to Volume II
of the Filer Manual
EDGAR is being updated in EDGAR
Release 24.1, and corresponding
amendments to Volume II of the Filer
Manual are being made to reflect these
changes, as described below.2
khammond on DSKJM1Z7X2PROD with RULES
Inline XBRL Mandate for Financial
Statements and Schedules Required by
Form 11–K
On June 2, 2022, the Commission
adopted amendments to its rules
governing the electronic filing and
submission of documents to require the
use of Inline eXtensible Business
Reporting Language (‘‘Inline XBRL’’) for
the filing of the financial statements and
accompanying schedules to the
financial statements required by Form
1 See
Rule 301 of Regulation S–T.
Release 24.1 was deployed on [Mar. 18,
2 EDGAR
2024].
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11–K.3 EDGAR will be updated to allow
filers to file submission form types 11–
K, 11–KT, 11–K/A, and 11–KT/A in
Inline XBRL format.
Shortening the Securities Transaction
Settlement Cycle
In furtherance of the Commission’s
rule requiring clearing agencies that
provide a central matching service to
establish, implement, maintain, and
enforce policies and procedures
reasonably designed to facilitate
straight-matching processing, filers will
be able to file submission form types
17AD–27 and 17AD–27/A in an Inline
XBRL format that includes the data
elements described in Rule 17Ad–
27(b)(1) through (5).4 These form types
will allow the filer to request
confidential treatment on sections of the
document that the filer does not want to
be publicly disseminated.
Extending Schedules 13D and 13G
EDGAR Filing Hours
Consistent with the Commission’s
amendments to rules that govern
beneficial ownership reporting,5 on
February 5, 2024, EDGAR underwent
software changes to extend the filing
‘‘cut-off’’ times for Schedule 13D,
Schedule 13G, and corresponding
amendments from 5:30 p.m. Eastern
time to 10 p.m. eastern time. In
accordance with this software change,
the EDGAR Filer Manual will be revised
to include references to SC 13D, SC 13G,
SC 13D/A, SC 13G/A, SCHEDULE 13D,
SCHEDULE 13D/A, SCHEDULE 13G,
and SCHEDULE 13G/A as submission
types that will have a ‘‘Filing Date’’
identical to the EDGAR ‘‘Received Date’’
even if received after 5:30 p.m. eastern
time, and will be disseminated until 10
p.m. eastern time.
Share Repurchase Disclosure
Modernization
References to submission types F–SR
and F–SR/A, Exhibit 26 of Form 10–K
and 10–Q, and the SHR taxonomy were
removed from the EDGAR Filer Manual
as a result of the United States Court of
Appeals for the Fifth Circuit ruling 6
vacating the Share Repurchase
3 Updating EDGAR Filing Requirements and Form
144 Filings, Release No. 33–11070 (June 2, 2022)
[87 FR 35393 (June 10, 2022)].
4 Shortening the Securities Transaction
Settlement Cycle, Release No. 34–96930 (Feb.15,
2023) [88 FR 13872 (Mar. 6, 2023)].
5 Modernization of Beneficial Ownership
Reporting, Release No. 33–11253 (Oct. 10, 2023) [88
FR 76896 (Nov. 7, 2023)].
6 Chamber of Commerce of the USA v. SEC, 88
F.4th 115 (5th Cir., Dec. 19, 2023).
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28607
Disclosure Modernization rule.7
Further, the SHR taxonomy has been
removed from EDGAR.
General functional enhancements to
EDGAR Release 24.1 are set forth below.
Revision of Filer Manual Volume II,
Chapter 6, and Relocation of Technical
Content
Chapter 6 of the Filer Manual,
Interactive Data, will be revised to
remove technical and instructional
details of XBRL formatting and
validation. The information to be
removed from Chapter 6 consists of
technical specifications and guidance
that filers will be able to consult in a
new EDGAR XBRL Guide on SEC.gov.
The revised Chapter 6 will present
XBRL content in a concise fashion and
will continue to complement Chapter 3,
Index to Forms, by identifying different
XBRL formatted documents associated
with relevant EDGAR form and
submission types. The revised Chapter 6
will also make clear that Interactive
Data submissions in EDGAR use the
Extensible Business Reporting Language
(‘‘XBRL’’) information model and
explain the use of taxonomies and
instances which comprise this model.
Taxonomy Update
The EDGAR system will be updated to
accept the 2024 versions of the
following taxonomies:
Æ US–GAAP, SRT (published by FASB)
Æ CEF, COUNTRY, CURRENCY, DEI,
ECD, EXCH, FFD, FND, NAICS, OEF,
RXP, SIC, SNJ, SRO, STPR, VIP
(published by SEC) 8
EDGAR will also accept validations
based on FASB’s 2024 XBRL US Data
Quality Committee Rules Taxonomy
(DQCRT).
• Updates to Table 7–1 of the Filer
Manual
The EDGAR Filer Manual reference to
8–K and 1–U Items will be updated in
Table 7–1: Information Fields Available
on Main Page.
On January 29, 2024, EDGAR Release
24.0.1 introduced the following
changes, in addition to those noted in
the December 2023 Filer Manual
update:
• The check box labeled ‘‘Attach
Inline XBRL Fee Tagging Exhibit’’ on
the EDGARLink Online ‘‘Documents’’
tab was renamed to ‘‘Attach Inline
XBRL Filing Fee Exhibit’’ for the 72 fee
bearing submission types impacted.
7 Share Repurchase Disclosure Modernization,
Release No. 34–97424 (May 3, 2023) [88 FR 36002
(June 1, 2023)].
8 See https://www.sec.gov/edgar/information-forfilers/standard-taxonomies.
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Federal Register / Vol. 89, No. 77 / Friday, April 19, 2024 / Rules and Regulations
• Submission type SC 13E1 has been
updated to remove the ‘‘Is Fee Table/
Exhibit included?’’ check box from the
‘‘Main’’ tab of the EDGARLink Online
interface. As a result, filers are now
required to attach an EX–FILING FEES
exhibit attachment on a SC 13E1 filing.
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/
filerinformation/current-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’’).9 It follows that
the amendments do not require analysis
under requirements of the Regulatory
Flexibility Act 10 or a report to Congress
under the Small Business Regulatory
Enforcement Fairness Act of 1996.11
The effective date for the updated
Filer Manual and related rule
amendments is April 19, 2024. In
accordance with the APA,12 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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V. Statutory Basis
We are adopting the amendments to
Regulation S–T under the authority in
Sections 6, 7, 8, 10, and 19(a) of the
Securities Act of 1933,13 Sections 3, 12,
13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,14
Section 319 of the Trust Indenture Act
of 1939,15 and Sections 8, 30, 31, and 38
95
U.S.C. 553(b)(A).
U.S.C. 601 through 612.
11 5 U.S.C. 804(3)(c).
12 5 U.S.C. 553(d)(3).
13 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
14 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o–4, 78w,
and 78ll.
15 15 U.S.C. 77sss.
10 5
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of the Investment Company Act of
1940.16
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
1. The general authority citation for
part 232 continues to read as follows:
Manual at NARA, visit
www.archives.gov/federal-register/cfr/
ibr-locations.html or email
fr.inspection@nara.gov. The EDGAR
Filer Manual may also be obtained from
https://www.sec.gov/edgar/
filerinformation/current-edgar-filermanual.
By the Commission.
Dated: March 18, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–08091 Filed 4–18–24; 8:45 am]
BILLING CODE 8011–01–P
■
SOCIAL SECURITY ADMINISTRATION
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.
20 CFR Part 416
*
*
*
*
*
■ 2. Section 232.301 is revised to read
as follows:
§ 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 69 (March 2024). 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
16 15
PO 00000
U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37.
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[Docket No. SSA–2023–0015]
RIN 0960–AI81
Expand the Definition of a Public
Assistance Household
Social Security Administration.
Final rule.
AGENCY:
ACTION:
We are finalizing our
proposed rule to expand the definition
of a public assistance (PA) household
for purposes of our programs,
particularly the Supplemental Security
Income (SSI) program, to include the
Supplemental Nutrition Assistance
Program (SNAP) as an additional
means-tested public incomemaintenance (PIM) program. We are also
revising the definition of a PA
household from a household in which
every member receives some kind of
PIM payment to a household that has
both an SSI applicant or recipient, and
at least one other household member
who receives one or more of the listed
PIM payments (the any other
definition). If determined to be living in
a PA household, inside in-kind support
and maintenance (ISM) would no longer
need to be developed. The final rule
will decrease the number of SSI
applicants and recipients charged with
ISM from others within their household.
In addition, we expect this rule to
decrease the amount of income we
would deem to SSI applicants and
recipients because we will no longer
deem as income from ineligible spouses
and parents who live in the same
household: the value of the SNAP
benefits that they receive; any income
that was counted or excluded in figuring
the amount of that payment; or any
income that was used to determine the
amount of SNAP benefits to someone
else. These policy changes reduce
administrative burden for low-income
households and SSA.
SUMMARY:
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Agencies
[Federal Register Volume 89, Number 77 (Friday, April 19, 2024)]
[Rules and Regulations]
[Pages 28606-28608]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08091]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11277; 34-99752; 39-2554; IC-35155]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to Volume II of the Electronic Data Gathering,
Analysis, and Retrieval system Filer Manual (``EDGAR Filer Manual'' or
``Filer Manual'') and related rules and forms. EDGAR Release 24.1 will
be deployed in the EDGAR system on March 18, 2024.
DATES: Effective date: April 19, 2024. The incorporation by reference
of the revised Filer Manual is approved by the Director of the Federal
Register as of April 19, 2024.
FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments
to Volume II of the Filer Manual, please contact Rosemary Filou, Deputy
Director and Chief Counsel, Laurita Finch, Senior Special Counsel, or
Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding the Inline eXtensible Business
Reporting Language (``Inline XBRL'') mandate for filing financial
statements and schedules required by Form 11-K, please contact the
Office of Rulemaking in the Division of Corporation Finance at (202)
551-3430. For technical questions concerning Inline XBRL, please
contact the Office of Structured Disclosure in the Division of Economic
and Risk Analysis at (202) 551-5494. For questions regarding the filing
of submission form types 17AD-27 and 17AD-27/A in an Inline XBRL format
that includes the data elements described in Rule 17Ad-27(b)(1) through
[[Page 28607]]
(5), please contact Matthew Lee, Assistant Director, or Seoyeon Park,
Counsel to the Director, in the Division of Trading and Markets; at
(202) 551-5710. For questions regarding the extension of Schedules 13D
and 13G EDGAR filing hours, please contact Nicholas Panos, Senior
Special Counsel, or Valian Afshar, Senior Special Counsel, in the
Division of Corporation Finance at (202) 551-3440. For questions
regarding the Share Repurchase Disclosure Modernization rule (vacated),
please contact Robert Errett, Disclosure Management Office, in the
Division of Corporation Finance at (202) 551-3225 or, for questions
related to the SHR taxonomy, please contact Jim Yu in the Division of
Economic and Risk Analysis, at (202) 551-6845.
SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 69 (March 2024) 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.
---------------------------------------------------------------------------
\1\ See Rule 301 of Regulation S-T.
---------------------------------------------------------------------------
II. EDGAR System Changes and Associated Modifications to Volume II of
the Filer Manual
EDGAR is being updated in EDGAR Release 24.1, and corresponding
amendments to Volume II of the Filer Manual are being made to reflect
these changes, as described below.\2\
---------------------------------------------------------------------------
\2\ EDGAR Release 24.1 was deployed on [Mar. 18, 2024].
---------------------------------------------------------------------------
Inline XBRL Mandate for Financial Statements and Schedules Required by
Form 11-K
On June 2, 2022, the Commission adopted amendments to its rules
governing the electronic filing and submission of documents to require
the use of Inline eXtensible Business Reporting Language (``Inline
XBRL'') for the filing of the financial statements and accompanying
schedules to the financial statements required by Form 11-K.\3\ EDGAR
will be updated to allow filers to file submission form types 11-K, 11-
KT, 11-K/A, and 11-KT/A in Inline XBRL format.
---------------------------------------------------------------------------
\3\ Updating EDGAR Filing Requirements and Form 144 Filings,
Release No. 33-11070 (June 2, 2022) [87 FR 35393 (June 10, 2022)].
---------------------------------------------------------------------------
Shortening the Securities Transaction Settlement Cycle
In furtherance of the Commission's rule requiring clearing agencies
that provide a central matching service to establish, implement,
maintain, and enforce policies and procedures reasonably designed to
facilitate straight-matching processing, filers will be able to file
submission form types 17AD-27 and 17AD-27/A in an Inline XBRL format
that includes the data elements described in Rule 17Ad-27(b)(1) through
(5).\4\ These form types will allow the filer to request confidential
treatment on sections of the document that the filer does not want to
be publicly disseminated.
---------------------------------------------------------------------------
\4\ Shortening the Securities Transaction Settlement Cycle,
Release No. 34-96930 (Feb.15, 2023) [88 FR 13872 (Mar. 6, 2023)].
---------------------------------------------------------------------------
Extending Schedules 13D and 13G EDGAR Filing Hours
Consistent with the Commission's amendments to rules that govern
beneficial ownership reporting,\5\ on February 5, 2024, EDGAR underwent
software changes to extend the filing ``cut-off'' times for Schedule
13D, Schedule 13G, and corresponding amendments from 5:30 p.m. Eastern
time to 10 p.m. eastern time. In accordance with this software change,
the EDGAR Filer Manual will be revised to include references to SC 13D,
SC 13G, SC 13D/A, SC 13G/A, SCHEDULE 13D, SCHEDULE 13D/A, SCHEDULE 13G,
and SCHEDULE 13G/A as submission types that will have a ``Filing Date''
identical to the EDGAR ``Received Date'' even if received after 5:30
p.m. eastern time, and will be disseminated until 10 p.m. eastern time.
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\5\ Modernization of Beneficial Ownership Reporting, Release No.
33-11253 (Oct. 10, 2023) [88 FR 76896 (Nov. 7, 2023)].
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Share Repurchase Disclosure Modernization
References to submission types F-SR and F-SR/A, Exhibit 26 of Form
10-K and 10-Q, and the SHR taxonomy were removed from the EDGAR Filer
Manual as a result of the United States Court of Appeals for the Fifth
Circuit ruling \6\ vacating the Share Repurchase Disclosure
Modernization rule.\7\ Further, the SHR taxonomy has been removed from
EDGAR.
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\6\ Chamber of Commerce of the USA v. SEC, 88 F.4th 115 (5th
Cir., Dec. 19, 2023).
\7\ Share Repurchase Disclosure Modernization, Release No. 34-
97424 (May 3, 2023) [88 FR 36002 (June 1, 2023)].
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General functional enhancements to EDGAR Release 24.1 are set forth
below.
Revision of Filer Manual Volume II, Chapter 6, and Relocation of
Technical Content
Chapter 6 of the Filer Manual, Interactive Data, will be revised to
remove technical and instructional details of XBRL formatting and
validation. The information to be removed from Chapter 6 consists of
technical specifications and guidance that filers will be able to
consult in a new EDGAR XBRL Guide on SEC.gov. The revised Chapter 6
will present XBRL content in a concise fashion and will continue to
complement Chapter 3, Index to Forms, by identifying different XBRL
formatted documents associated with relevant EDGAR form and submission
types. The revised Chapter 6 will also make clear that Interactive Data
submissions in EDGAR use the Extensible Business Reporting Language
(``XBRL'') information model and explain the use of taxonomies and
instances which comprise this model.
Taxonomy Update
The EDGAR system will be updated to accept the 2024 versions of the
following taxonomies:
[cir] US-GAAP, SRT (published by FASB)
[cir] CEF, COUNTRY, CURRENCY, DEI, ECD, EXCH, FFD, FND, NAICS, OEF,
RXP, SIC, SNJ, SRO, STPR, VIP (published by SEC) \8\
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\8\ See https://www.sec.gov/edgar/information-for-filers/standard-taxonomies.
EDGAR will also accept validations based on FASB's 2024 XBRL US
Data Quality Committee Rules Taxonomy (DQCRT).
Updates to Table 7-1 of the Filer Manual
The EDGAR Filer Manual reference to 8-K and 1-U Items will be
updated in Table 7-1: Information Fields Available on Main Page.
On January 29, 2024, EDGAR Release 24.0.1 introduced the following
changes, in addition to those noted in the December 2023 Filer Manual
update:
The check box labeled ``Attach Inline XBRL Fee Tagging
Exhibit'' on the EDGARLink Online ``Documents'' tab was renamed to
``Attach Inline XBRL Filing Fee Exhibit'' for the 72 fee bearing
submission types impacted.
[[Page 28608]]
Submission type SC 13E1 has been updated to remove the
``Is Fee Table/Exhibit included?'' check box from the ``Main'' tab of
the EDGARLink Online interface. As a result, filers are now required to
attach an EX-FILING FEES exhibit attachment on a SC 13E1 filing.
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/filerinformation/current-edgar-filer-manual.
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'').\9\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \10\ or a report
to Congress under the Small Business Regulatory Enforcement Fairness
Act of 1996.\11\
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\9\ 5 U.S.C. 553(b)(A).
\10\ 5 U.S.C. 601 through 612.
\11\ 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 19, 2024. In accordance with the APA,\12\ 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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\12\ 5 U.S.C. 553(d)(3).
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V. Statutory Basis
We are adopting the amendments to Regulation S-T under the
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,\13\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\14\ Section 319 of the Trust Indenture
Act of 1939,\15\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\16\
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\13\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\14\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\15\ 15 U.S.C. 77sss.
\16\ 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 69 (March 2024). 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/filerinformation/current-edgar-filer-manual.
By the Commission.
Dated: March 18, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08091 Filed 4-18-24; 8:45 am]
BILLING CODE 8011-01-P