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Statement on the Proposed Expansion of Electronic Filing

March 22, 2023

Thank you, Chair Gensler. The proposal we are considering today consists of common-sense updates to the filing procedures for certain Commission forms. Specifically, as you’ve heard from my colleagues, certain forms currently required to be filed or submitted on paper would instead be filed or submitted electronically.[1]

These changes would build upon the success of electronic filing during the COVID-19 pandemic. During the early weeks of the pandemic, staff in the Division of Trading and Markets acted quickly to provide no-action relief to registrants who could not meet certain regulatory obligations.[2] This included relief with respect to paper filings and manual signatures.[3] As explained in the release, electronic filing has proven to be practical and efficient for staff, and has been well-received by registrants.[4]

The forms would be filed on EDGAR, using structured data formats where appropriate. The release takes a thoughtful approach to structuring the data, using Inline XBRL where it is likely to be most helpful – for example, the financial statement information and longer narrative descriptions for which Inline XBRL was designed – while also using XML and PDF formats. This should help minimize the costs to filers while still preserving the benefits of Inline XBRL for the SEC, investors, and the public.[5]

The changes would not result in any individuals losing access to paper delivery of documents, because the forms in question are forms filed or submitted on paper to the SEC, not sent to investors or other members of the public. While I am among those who still prefer the look and feel of a real book to an e-reader, if the proposed rule is adopted, I don’t expect that SEC staff will miss curling up with a paper version of a newly-filed FOCUS report or Form CA-1.

Thank you to the staff of the Division of Trading and Markets, the Division of Economic and Risk Analysis, the Office of the General Counsel, and the EDGAR Business Office for all of your hard work on this proposal. I am pleased to support this much-needed modernization of our filing procedures, and I look forward to reviewing the comments.

[1] In some cases, the proposal would require certain information to be provided via an entity’s website. The proposal also includes certain technical amendments to the FOCUS report. See Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report, Release Nos. 33-11176, 34-97182, IC-34864 (Mar. 22, 2023) (“Proposal”).

[2] For a full list of actions the SEC took in response to the COVID-19 pandemic, see Securities and Exchange Commission, SEC Coronavirus (COVID-19) Response.

[4] Proposal at 10.

[5] For a summary of the benefits of Inline XBRL to investors, the SEC, and the public, see, e.g. Commissioner Caroline Crenshaw, The Lessons of Structured Data (Nov. 10, 2021).

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