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Statement on Electronic Filing of Certain Forms and Other Filings Under Securities Exchange Act of 1934; Technical Amendments Regarding FOCUS Report

March 22, 2023

Thank you, Chair Gensler, and thank you to the staff for their presentations. Today the Commission proposes to require that certain filings and submissions under the Securities Exchange Act of 1934 and the rules and regulations thereunder be filed or submitted electronically or, in certain instances, for information to be posted on websites. In addition, where deemed appropriate, the proposed rule would require the use of structured data.

There can be little doubt that the Commission is on the right trajectory in transitioning a greater number of filings to electronic as well as tagging information to ensure the data is structured and more readily and economically accessible. In terms of both connectivity and processing power, the technological revolution experienced in the last forty years suggests that processes tied to paper documentation may result in both less intended benefits as well as unnecessary costs, especially when the benefits and costs associated with the efficient usage of such information is properly taken into account. Transparency is at the heart of the Commission’s regulatory model. Information about the markets and market participants that is intended to inform the public should not be trapped within the walls of the SEC; rather, it should be readily and efficiently available to the intended beneficiaries. Electronic filing with information tagged, where appropriate, can help ensure that.

The Release’s Economic Analysis correctly suggests that “the proposed structured data requirements will benefit investors and markets by increasing the accessibility and usability of the disclosures in the Proposed Structured Documents, thereby increasing transparency and insight into the operations, governance, management, financial condition, and other characteristics of the affected entities. Requiring machine-readability for the disclosures would enable significantly more efficient retrieval, sorting, filtering, comparison, aggregation, and other analysis of the disclosures across reporting entities and time periods.”[1] As the Economic Analysis also highlights, “[c]ompared to paper filing, electronic submission or posting information directly to a website can expedite the availability of public disclosures. Improving the speed of disclosure to the public improves the price efficiency of markets by improving the timeliness of information available to market participants.”[2]

Finally, as the Release notes, the Commission has recently gained further additional practical experience in making the shift to electronic documentation in the midst of the COVID pandemic, and saw that much of it worked quite well.[3] In sum, it is time to go more fully electronic and appropriate to issue this proposal to facilitate that objective. That being said, the list of rules and forms affected is long and the Commission may not have gotten this transformation exactly right. For that reason, the assistance of investors and other stakeholders in providing us with their comments will be important.

In light of the foregoing, I support issuing this rule proposal for public comment. I thank the staff in the Divisions of Trading and Markets and Economic and Risk Analysis as well as the Office of the General Counsel for their efforts.

[1] Proposing Release on Electronic Filing of Certain Forms and Other Filings Under the Securities Exchange Act of 1934; Technical Amendments Regarding the FOCUS Report, at 9-10, available at

[2] Id. at 244.

[3] Id. at 258-59.

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