Adoption of Updated EDGAR Filer Manual, 65179-65180 [2024-17563]

Download as PDF Federal Register / Vol. 89, No. 154 / Friday, August 9, 2024 / Rules and Regulations 232.301 (‘‘Rule 301’’). The updated Filer Manual is incorporated by reference into the Code of Federal Regulations. inconsistent with the application instructions. Isabella Casillas Guzman, Administrator. 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. [FR Doc. 2024–17644 Filed 8–8–24; 8:45 am] BILLING CODE 8026–09–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 232 [Release Nos. 33–11293; 34–100439; 39– 2555; IC–35220] 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 24.2 will be deployed in the EDGAR system on July 1, 2024. DATES: Effective date: August 9, 2024. The incorporation by reference of the revised Filer Manual is approved by the Director of the Federal Register as of August 9, 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 submission of forms related to registering with the Commission as a security-based swap execution facility, please contact Michael Coe, Assistant Director, in the Division of Trading and Markets at (202) 551–4875. For questions regarding the availability of exhibit EX–98 under Item 1607 of Regulation S–K, please contact Robert Errett, Chief, Disclosure Management Office, in the Division of Corporation Finance at (202) 551–3225, for questions regarding the removal of obsolete Forms 10–KSB and 10–QSB, please contact Sean Harrison, Special Counsel, Disclosure Management Office, in the Division of Corporation Finance at (202) 551–3249. SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, Volume II: ‘‘EDGAR Filing,’’ Version 70 (July 2024) and amendments to 17 CFR ddrumheller on DSK120RN23PROD with RULES1 SUMMARY: VerDate Sep<11>2014 16:41 Aug 08, 2024 Jkt 262001 II. EDGAR System Changes and Associated Modifications to Volume II of the Filer Manual EDGAR is being updated in EDGAR Release 24.2 and corresponding amendments to Volume II of the Filer Manual are being made to reflect these changes, as described below.2 Forms Related to Application for Registration as a Security-Based Swap Execution Facility On November 2, 2023, the Commission adopted a set of rules and forms to create a regime for the registration and regulation of securitybased swap execution facilities and address other issues relating to securitybased swap execution generally.3 To reflect these rules and forms, EDGAR will allow filers to submit forms to apply for registration with the Commission as a security-based swap execution facility (Form SBSEF) under 17 CFR 242.803, to amend an application prior to full registration (Form SBSEF/A), to request to withdraw a pending application for registration (Form SBSEF–W), and to request to vacate an effective registration (Form SBSEF–V). Filers will be able to file Form SBSEF and certain of its related exhibits in custom XML, Inline XBRL, and PDF formats as provided in the Regulation SE adopting release.4 Removal of Obsolete Forms 10–KSB and 10–QSB From the EDGAR Filer Manual The EDGAR Filer Manual will be updated to remove obsolete Forms 10– KSB and 10–QSB from the ‘‘Index to Forms Table.’’ Removal is consistent with the previous rescission of 1 See Rule 301 of Regulation S–T. Release 24.2 was deployed on July 1, 2 EDGAR 2024. 3 Security-Based Swap Execution and Registration and Regulation of Security-Based Swap Execution Facilities, Release No. 34–98845 (Nov. 2, 2023) [88 FR 87156, 87229–30 (Dec. 15, 2023)]. 4 Id. PO 00000 Frm 00015 Fmt 4700 Sfmt 4700 65179 Regulation S–B and all forms with the ‘‘SB’’ designation.5 Removal of Screenshots From Chapter 8 The EDGAR Filer Manual will be updated to remove screenshots from Chapter 8 of the Filer Manual that duplicate instructions provided in the text. III. Other EDGAR Changes Availability of Exhibit EX–98 for Attachments Required Under Item 1607 of Regulation S–K In connection with the Commission’s rules intended to enhance investor protections in initial public offerings by Special Purpose Acquisition Companies (SPACs), and in subsequent business combination transactions between SPACs and private operating companies, EDGAR will be updated to allow filers to attach any report, opinion, or appraisal required to be filed as an exhibit under Item 1607 of Regulation S–K as exhibit EX–98 to EDGAR submission variants of Forms S–1, S–4, F–1, F–4, and Schedules TO, 14A, and 14C.6 IV. 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. V. 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 5 Smaller Reporting Company Regulatory Relief and Simplification, Release No. 33–8876 (Dec. 19, 2007), [73 FR 934 (Jan. 4, 2008)]. 6 Special Purpose Acquisition Companies, Shell Companies, and Projections, Release No. 33–11265 (Jan. 24, 2024) [89 FR 14158 (Feb. 26, 2024)]. 7 5 U.S.C. 553(b)(A). 8 5 U.S.C. 601 through 612. E:\FR\FM\09AUR1.SGM 09AUR1 65180 Federal Register / Vol. 89, No. 154 / Friday, August 9, 2024 / Rules and Regulations under the Small Business Regulatory Enforcement Fairness Act of 1996.9 The effective date for the updated Filer Manual and related rule amendments is August 9, 2024. 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. VI. 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 1933,11 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 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: ■ By the Commission. Dated: July 1, 2024. Vanessa A. Countryman, Secretary. [FR Doc. 2024–17563 Filed 8–8–24; 8:45 am] Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 78n–1,78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 80a–30, 80a–37, 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted. ddrumheller on DSK120RN23PROD with RULES1 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 70 (July 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 fr.inspection@nara.gov. The EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/ filerinformation/current-edgar-filermanual. BILLING CODE 8011–01–P DEPARTMENT OF JUSTICE * * * * * 2. Section 232.301 is revised to read as follows: 28 CFR Part 35 ■ [CRT Docket No. 143; AG Order No. 5982– 2024] § 232.301 RIN 1190–AA78 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 95 U.S.C. 804(3)(c). U.S.C. 553(d)(3). 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. 10 5 VerDate Sep<11>2014 16:41 Aug 08, 2024 Jkt 262001 Nondiscrimination on the Basis of Disability; Accessibility of Medical Diagnostic Equipment of State and Local Government Entities Civil Rights Division, Department of Justice. ACTION: Final rule. AGENCY: The Department of Justice (‘‘Department’’) issues this final rule revising the regulation implementing title II of the Americans with Disabilities Act (‘‘ADA’’). The rule establishes requirements, including the SUMMARY: PO 00000 Frm 00016 Fmt 4700 Sfmt 4700 adoption of specific technical standards and scoping requirements, for making accessible to the public the services, programs, and activities that State and local governments offer through their Medical Diagnostic Equipment (‘‘MDE’’). DATES: This rule is effective October 8, 2024. FOR FURTHER INFORMATION CONTACT: Rebecca B. Bond, Chief, Disability Rights Section, Civil Rights Division, U.S. Department of Justice, at (202) 307– 0663 (voice). This is not a toll-free number. Information may also be obtained from the Department’s toll-free ADA Information Line at (800) 514– 0301 (voice or TTY) or (833) 610–1264 (TTY). You may obtain copies of this rule in an alternative format by calling the ADA Information Line at (800) 514– 0301 (voice) or (833) 610–1264 (TTY). This rule is also available on www.ada.gov. SUPPLEMENTARY INFORMATION: I. Executive Summary Title II of the ADA provides that no qualified individual with a disability shall, by reason of such disability, be excluded from participation in or be denied the benefits of the services, programs, or activities of a public entity (also referred to as a ‘‘State or local government entity’’).1 In this final rule, the Department is revising its title II ADA regulation, 28 CFR part 35, to adopt the standards for accessible MDE issued by the Architectural and Transportation Barriers Compliance Board (‘‘Access Board’’), 36 CFR part 1195 (revised as of July 1, 2017) (‘‘MDE Standards’’ or ‘‘Standards for Accessible MDE’’).2 MDE includes equipment like medical examination tables, weight scales, dental chairs, and radiological diagnostic equipment such as mammography machines. Without accessible MDE, individuals with disabilities may not be afforded an equal opportunity to receive medical care, 1 42 U.S.C. 12132. The Department uses the phrases ‘‘State and local government entities’’ and ‘‘public entities’’ interchangeably throughout this rule to refer to ‘‘public entit[ies]’’ as defined in 42 U.S.C. 12131(1) that are covered under part A of title II of the ADA. 2 As discussed in the explanation of § 35.104 in the appendix to this rule, the Department is declining to adopt two sunset provisions in the January 9, 2017, version of the Access Board’s MDE Standards codified on July 1, 2017, because, if the Department included those two provisions, part of the Department’s rule would lack effect upon publication. Other than those two provisions, the Department is adopting the January 9, 2017, version of the Access Board’s MDE Standards, as reflected at 36 CFR part 1195 (revised as of July 1, 2017), in full. E:\FR\FM\09AUR1.SGM 09AUR1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 154 (Friday, August 9, 2024)]
[Rules and Regulations]
[Pages 65179-65180]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-17563]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11293; 34-100439; 39-2555; IC-35220]


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 24.2 will 
be deployed in the EDGAR system on July 1, 2024.

DATES: Effective date: August 9, 2024. The incorporation by reference 
of the revised Filer Manual is approved by the Director of the Federal 
Register as of August 9, 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 submission of forms related 
to registering with the Commission as a security-based swap execution 
facility, please contact Michael Coe, Assistant Director, in the 
Division of Trading and Markets at (202) 551-4875. For questions 
regarding the availability of exhibit EX-98 under Item 1607 of 
Regulation S-K, please contact Robert Errett, Chief, Disclosure 
Management Office, in the Division of Corporation Finance at (202) 551-
3225, for questions regarding the removal of obsolete Forms 10-KSB and 
10-QSB, please contact Sean Harrison, Special Counsel, Disclosure 
Management Office, in the Division of Corporation Finance at (202) 551-
3249.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 70 (July 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 24.2 and corresponding 
amendments to Volume II of the Filer Manual are being made to reflect 
these changes, as described below.\2\
---------------------------------------------------------------------------

    \2\ EDGAR Release 24.2 was deployed on July 1, 2024.
---------------------------------------------------------------------------

Forms Related to Application for Registration as a Security-Based Swap 
Execution Facility

    On November 2, 2023, the Commission adopted a set of rules and 
forms to create a regime for the registration and regulation of 
security-based swap execution facilities and address other issues 
relating to security-based swap execution generally.\3\ To reflect 
these rules and forms, EDGAR will allow filers to submit forms to apply 
for registration with the Commission as a security-based swap execution 
facility (Form SBSEF) under 17 CFR 242.803, to amend an application 
prior to full registration (Form SBSEF/A), to request to withdraw a 
pending application for registration (Form SBSEF-W), and to request to 
vacate an effective registration (Form SBSEF-V). Filers will be able to 
file Form SBSEF and certain of its related exhibits in custom XML, 
Inline XBRL, and PDF formats as provided in the Regulation SE adopting 
release.\4\
---------------------------------------------------------------------------

    \3\ Security-Based Swap Execution and Registration and 
Regulation of Security-Based Swap Execution Facilities, Release No. 
34-98845 (Nov. 2, 2023) [88 FR 87156, 87229-30 (Dec. 15, 2023)].
    \4\ Id.
---------------------------------------------------------------------------

Removal of Obsolete Forms 10-KSB and 10-QSB From the EDGAR Filer Manual

    The EDGAR Filer Manual will be updated to remove obsolete Forms 10-
KSB and 10-QSB from the ``Index to Forms Table.'' Removal is consistent 
with the previous rescission of Regulation S-B and all forms with the 
``SB'' designation.\5\
---------------------------------------------------------------------------

    \5\ Smaller Reporting Company Regulatory Relief and 
Simplification, Release No. 33-8876 (Dec. 19, 2007), [73 FR 934 
(Jan. 4, 2008)].
---------------------------------------------------------------------------

Removal of Screenshots From Chapter 8

    The EDGAR Filer Manual will be updated to remove screenshots from 
Chapter 8 of the Filer Manual that duplicate instructions provided in 
the text.

III. Other EDGAR Changes

Availability of Exhibit EX-98 for Attachments Required Under Item 1607 
of Regulation S-K

    In connection with the Commission's rules intended to enhance 
investor protections in initial public offerings by Special Purpose 
Acquisition Companies (SPACs), and in subsequent business combination 
transactions between SPACs and private operating companies, EDGAR will 
be updated to allow filers to attach any report, opinion, or appraisal 
required to be filed as an exhibit under Item 1607 of Regulation S-K as 
exhibit EX-98 to EDGAR submission variants of Forms S-1, S-4, F-1, F-4, 
and Schedules TO, 14A, and 14C.\6\
---------------------------------------------------------------------------

    \6\ Special Purpose Acquisition Companies, Shell Companies, and 
Projections, Release No. 33-11265 (Jan. 24, 2024) [89 FR 14158 (Feb. 
26, 2024)].
---------------------------------------------------------------------------

IV. 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.

V. 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

[[Page 65180]]

under the Small Business Regulatory Enforcement Fairness Act of 
1996.\9\
---------------------------------------------------------------------------

    \7\ 5 U.S.C. 553(b)(A).
    \8\ 5 U.S.C. 601 through 612.
    \9\ 5 U.S.C. 804(3)(c).
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and related rule 
amendments is August 9, 2024. 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.
---------------------------------------------------------------------------

    \10\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

VI. 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,\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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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, 78n-1,78o(d), 78w(a), 78ll, 80a-
6(c), 80a-8, 80a-29, 80a-30, 80a-37, 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 70 (July 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: July 1, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-17563 Filed 8-8-24; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.