American Society of Corporate Secretaries
521 Fifth Avenue
New York, NY 10175
December 3, 2001
Jonathan G. Katz
US Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20546-0609
RE: File No. S7-18-01
Ladies and Gentlemen:
The Securities Law Committee of the American Society of Corporate Secretaries appreciates the opportunity to comment on the proposal to mandate EDGAR filing for foreign issuers.
A number of our members invest in foreign issuers, primarily as minority shareowners. For investors in foreign issuers, we believe the mandatory EDGAR filing supports the goals of transparency and of making material information available to everyone at the same time. For those members of the Society that invest in foreign issuers but do not have sophisticated in-country staff or advisors, availability of the proposed information on EDGAR in English will enable them to have prompt access to material information about their investments without additional expense.
Many of our members have business relationships, other than as investors, with foreign issuers. These relationships take many forms, including joint venture partners, suppliers and customers. Members report that the numbers of such relationships have increased as the economy has become more global. In the past, our members were likely to be either large U.S. issuers with business around the world, or small to medium U.S. issuers with domestic U.S. business. Today we believe a majority of our members -whatever their size -- conduct business internationally.
Mandatory EDGAR filings for foreign issuers would make current information available faster and more economically to all who have business relationships with these foreign issuers. Availability of the information would facilitate due diligence, negotiations and communications. This will benefit U.S. issuers that do business with foreign issuers and also, albeit indirectly, the shareowners of such U.S. issuers.
We note that the current EDGAR filing hours and the SEC's secure website (www.edgarfiling.sec.gov) are presently available only between 8:00 AM and 10:00 PM U.S. Eastern time. We suggest that these hours be extended to 24 hour availability/7days a week in order to provide filers in any part of the world the opportunity to make EDGAR filings during their normal business hours. Further, in light of Regulation FD and many issuers' experience that investors desire more information on a current basis, such extended hours would also be of great benefit to U.S. issuers.
Susan Ellen Wolf
Securities Law Committee
c: David Smith