[Federal Register Volume 87, Number 31 (Tuesday, February 15, 2022)]
[Notices]
[Pages 8596-8597]
[FR Doc No: 2022-03168]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2020-0016]

Meetings To Implement Pandemic Response Voluntary Agreement Under
Section 708 of the Defense Production Act

AGENCY: Federal Emergency Management Agency, Department of Homeland
Security.

ACTION: Announcement of meetings.

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SUMMARY: The Federal Emergency Management Agency (FEMA) is holding
meetings under the Plan of Action to Establish a National Strategy for
the Manufacture, Allocation, and Distribution of Personal Protective
Equipment (PPE) to Respond to COVID-19 and the Plan of Action to
Establish a National Strategy for the Manufacture, Allocation, and
Distribution of Diagnostic Test Kits and other Testing Components to
Respond to COVID-19, in order to implement the Voluntary Agreement for
the Manufacture and Distribution of Critical Healthcare Resources
Necessary to Respond to a Pandemic.

DATES:
     Thursday, February 17, 2022, from 1 p.m. to 3 p.m. Eastern
Time (ET).
     Thursday, February 24, 2022, from 1 p.m. to 3 p.m. ET.

FOR FURTHER INFORMATION CONTACT: Robert Glenn, FEMA Office of Response
and Recovery's Office of Business, Industry, Infrastructure
Integration, via email at [email protected] or via phone at (202) 212-
1666.

SUPPLEMENTARY INFORMATION: Notice of these meetings is provided as
required by section 708(h)(8) of the Defense Production Act (DPA), 50
U.S.C. 4558(h)(8), and consistent with 44 CFR part 332.
    The DPA authorizes the making of ``voluntary agreements and plans
of action'' with representatives of industry, business, and other
interests to help provide for the national defense.\1\ The President's
authority to facilitate voluntary agreements with respect to responding
to the spread of COVID-19 within the United States was delegated to the
Secretary of Homeland Security in Executive Order 13911.\2\ The
Secretary of Homeland Security further delegated this authority to the
FEMA Administrator.\3\
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    \1\ 50 U.S.C. 4558(c)(1).
    \2\ 85 FR 18403 (Apr. 1, 2020).
    \3\ DHS Delegation 09052, Rev. 00.1 (Apr. 1, 2020); DHS
Delegation Number 09052 Rev. 00 (Jan. 3, 2017).
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    On August 17, 2020, after the appropriate consultations with the
Attorney General and the Chairman of the Federal Trade Commission, FEMA
completed and published in the Federal Register a ``Voluntary
Agreement, Manufacture and Distribution of Critical Healthcare
Resources Necessary to Respond to a Pandemic'' (Voluntary
Agreement).\4\ Unless terminated earlier,

the Voluntary Agreement is effective until August 17, 2025, and may be
extended subject to additional approval by the Attorney General after
consultation with the Chairman of the Federal Trade Commission. The
Agreement may be used to prepare for or respond to any pandemic,
including COVID-19, during that time.
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    \4\ 85 FR 50035 (Aug. 17, 2020). The Attorney General, in
consultation with the Chairman of the Federal Trade Commission, made
the required finding that the purpose of the voluntary agreement may
not reasonably be achieved through an agreement having less
anticompetitive effects or without any voluntary agreement and
published the finding in the Federal Register on the same day. 85 FR
50049 (Aug. 17, 2020).
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    On December 7, 2020, the first plan of action under the Voluntary
Agreement--the Plan of Action to Establish a National Strategy for the
Manufacture, Allocation, and Distribution of Personal Protective
Equipment (PPE) to Respond to COVID-19 (PPE Plan of Action)--was
finalized.\5\ The PPE Plan of Action established several sub-committees
under the Voluntary Agreement, focusing on different aspects of the PPE
Plan of Action.
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    \5\ See 85 FR 78869 (Dec. 7, 2020). See also 85 FR 79020 (Dec.
8, 2020).
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    On May 24, 2021, four additional plans of action under the
Voluntary Agreement--the Plan of Action to Establish a National
Strategy for the Manufacture, Allocation, and Distribution of
Diagnostic Test Kits and other Testing Components to respond to COVID-
19, the Plan of Action to Establish a National Strategy for the
Manufacture, Allocation, and Distribution of Drug Products, Drug
Substances, and Associated Medical Devices to respond to COVID-19, the
Plan of Action to Establish a National Strategy for the Manufacture,
Allocation, and Distribution of Medical Devices to respond to COVID-19,
and the Plan of Action to Establish a National Strategy for the
Manufacture, Allocation, and Distribution of Medical Gases to respond
to COVID-19--were finalized.\6\ These plans of action established
several sub-committees under the Voluntary Agreement, focusing on
different aspects of each plan of action.
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    \6\ See 86 FR 27894 (May 24, 2021). See also 86 FR 28851 (May
28, 2021).
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    The meetings are chaired by the FEMA Administrator's delegates from
the Office of Response and Recovery (ORR) and Office of Policy and
Program Analysis (OPPA), attended by the Attorney General's delegates
from the U.S. Department of Justice, and attended by the Chairman of
the Federal Trade Commission's delegates. In implementing the Voluntary
Agreement, FEMA adheres to all procedural requirements of 50 U.S.C.
4558 and 44 CFR part 332.
    Meeting Objectives: The objectives of the meetings are as follows:
    1. Convene the Requirements Sub-Committees under the Personal
Protective Equipment (PPE) and Diagnostic Test Kits Plans of Action to
establish priorities related to the COVID-19 response under the
Voluntary Agreement.
    2. Gather Requirements Sub-Committee Participants and Attendees to
ask targeted questions for situational awareness.
    3. Identify pandemic-related information gaps and areas that merit
sharing by holding quarterly meetings of the Requirements Sub-
Committees with key stakeholders.
    4. Identify potential Objectives and Actions that should be
completed under the Requirements Sub-Committees.
    Meetings Closed to the Public: By default, the DPA requires
meetings held to implement a voluntary agreement or plan of action be
open to the public.\7\ However, attendance may be limited if the
Sponsor \8\ of the voluntary agreement finds that the matter to be
discussed at a meeting falls within the purview of matters described in
5 U.S.C. 552b(c), such as trade secrets and commercial or financial
information.
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    \7\ See 50 U.S.C. 4558(h)(7).
    \8\ ``[T]he individual designated by the President in subsection
(c)(2) [of section 708 of the DPA] to administer the voluntary
agreement, or plan of action.'' 50 U.S.C. 4558(h)(7).
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    The Sponsor of the Voluntary Agreement, the FEMA Administrator,
found that these meetings to implement the Voluntary Agreement involve
matters which fall within the purview of matters described in 5 U.S.C.
552b(c) and the meetings are therefore closed to the public.
    Specifically, these meetings may require participants to disclose
trade secrets or commercial or financial information that is privileged
or confidential. Disclosure of such information allows for meetings to
be closed to the public pursuant to 5 U.S.C. 552b(c)(4).
    The success of the Voluntary Agreement depends wholly on the
willing participation of the private sector participants. Failure to
close these meetings to the public could reduce active participation by
the signatories due to a perceived risk that sensitive company
information could be released to the public. A public disclosure of a
private sector participant's information executed prematurely could
reduce trust and support for the Voluntary Agreement.
    A resulting loss of support by the participants for the Voluntary
Agreement would significantly hinder the implementation of the Agency's
objectives. Thus, these meeting closures are permitted pursuant to 5
U.S.C. 552b(c)(9)(B).

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2022-03168 Filed 2-14-22; 8:45 am]
BILLING CODE 9111-19-P


[Federal Register Volume 86, Number 21 (Wednesday, February 3, 2021)]
[Rules and Regulations]
[Pages 7961-7968]
[FR Doc No: 2020-28273]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200 and 232

[Release Nos. 33-10901; 34-90636; 39-2535; IC-34136; File No. S7-11-20]
RIN 3235-AM77

Administration of the Electronic Data Gathering, Analysis, and
Retrieval System

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting a new rule that specifies several actions that the Commission,
in its administration of the Electronic Data Gathering, Analysis, and
Retrieval system (``EDGAR''), may take to promote the reliability and
integrity of EDGAR submissions. The new rule establishes a process for
the Commission to notify filers and other relevant persons of its
actions under the rule as soon as reasonably practicable. In addition,
the Commission is adopting amendments to delegate authority to the
Director of the Commission's EDGAR Business Office to take actions
pursuant to the new rule and two current rules relating to filing date
adjustments and the continuing hardship exemption.

DATES: This rule is effective February 3, 2021.

FOR FURTHER INFORMATION CONTACT: Rosemary Filou, Chief Counsel; Monica
Lilly, Senior Special Counsel; or Jane Patterson, Senior Counsel; EDGAR
Business Office, at<PHONE_NUMBER>, Securities and Exchange Commission,
100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is adopting new rule 17 CFR
232.15 (``Rule 15'') under 17 CFR 232.10 through 232.903 (``Regulation
S-T''), and new rule 17 CFR 200.30-19 (``Rule 30-19'') under 17 CFR
200.1 through 200.800, the Commission's Rules of Organization and
Program Management.

I. Introduction and Background

    Regulation S-T addresses, among other things, certain
administrative issues related to EDGAR submissions.\1\ For example,
Regulation S-T allows a filer to submit an amendment to, or a notice of
withdrawal of, the filer's submission to remedy a submission issue
(``filer corrective disclosure'').\2\ In recent years, as the volume of
EDGAR submissions has grown, the Commission has increasingly confronted
administrative issues that impact the Commission's ability to promote
the reliability and integrity of EDGAR submissions and that are not
easily addressed by existing rules or filer corrective disclosure. When
these issues arise, they can create confusion for filers, investors,
and other users of EDGAR.
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    \1\ See Administration of the Electronic Data Gathering,
Analysis, and Retrieval System, Release No. 33-10821 (Aug. 21, 2020)
[85 FR 58018 (Sep. 17, 2020)] (the ``Proposing Release''), at 58018.
In 1993, the Commission adopted rules mandating that certain filings
be made with the Commission electronically through the newly
launched EDGAR system. See id.
    \2\ Regulation S-T anticipates that filers may address their own
substantive, and in some cases, administrative, submission issues
through filer corrective disclosure. See Proposing Release, supra
footnote 1, at 58018.
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    To promote the reliability and integrity of EDGAR submissions and
to provide transparency about our practices, the Commission proposed
Rule 15 under Regulation S-T on August 21, 2020, to specify actions
that the Commission may take to facilitate the resolution of
administrative issues.\3\ Proposed Rule 15 provided that, in its
administration of EDGAR, the Commission may take the following actions
to promote the reliability and integrity of EDGAR submissions:
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    \3\ See Proposing Release, supra footnote 1.
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     Redact, remove, or prevent dissemination of personally
identifiable information that if released may result in financial or
personal harm to an individual (``Sensitive PII'');
     Prevent submissions that pose a cybersecurity threat;
     Correct system or Commission staff errors;
     Remove or prevent dissemination of submissions made under
an incorrect EDGAR identifier;
     Prevent the ability to make submissions when there are
disputes

over the authority to use EDGAR access codes;
     Prevent acceptance or dissemination of an attempted
submission that it has reason to believe may be misleading or
manipulative while evaluating the circumstances surrounding the
submission, and allow acceptance or dissemination if its concerns are
satisfactorily addressed;
     Prevent an unauthorized submission or otherwise remove a
filer's access; and
     Remedy similar administrative issues relating to
submissions.
Moreover, the proposed rule sets forth a process for the Commission to
notify filers and other ``relevant persons'' (as defined below) of its
actions under the rule as soon as reasonably practicable.
    We received several comment letters in response to the proposal.\4\
A few commenters were generally supportive of the proposed rule, but
expressed concern that the Commission may redact information from a
submission without first contacting the filer.\5\ These commenters
requested that filers be notified prior to any Commission action under
the proposed rule, if possible. These commenters also requested that
the Commission always consider an issuer's vendor or supplier to be a
relevant person when the Commission provides notice of its actions to a
filer and any relevant person.
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    \4\ The comment letters on the Proposing Release (File No. S7-
11-20) are available at https://www.sec.gov/comments/s7-11-20/s71120.htm.
    \5\ See Comment Letters of XBRL US (Oct. 5, 2020) (``XBRL US
Comment Letter I''); JT Foxx (Oct.12, 2020) (``JT Foxx Comment
Letter''); Auto Connection Manassas VA (Oct. 13, 2020) (``Auto
Connection Comment Letter'').
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    Another commenter was generally supportive of the proposed
Commission action when a submission contains Sensitive PII.\6\ The
commenter suggested that the Commission ``interpret the definition of
Sensitive PII broadly.'' The commenter also suggested that the
Commission provide that filers may initiate a request for redaction or
removal of information from a submission containing Sensitive PII and
that the Commission redact or remove such information if the filer
demonstrates that the submission contains Sensitive PII.
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    \6\ See Comment Letter of Ropes & Gray LLP (Oct. 19, 2020)
(``Ropes & Gray Comment Letter'').
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    After consideration of the comments received, we are adopting Rule
15 substantially as proposed.\7\ The rule codifies and clarifies the
existing approach the Commission may take to address administrative
issues that arise in connection with EDGAR submissions. By adopting
Rule 15, we believe there will be increased transparency for filers,
investors, and other users of EDGAR about the actions the Commission
may take to promote the reliability and integrity of EDGAR submissions
and improved efficiency in the Commission's administration of EDGAR.
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    \7\ As discussed in more detail in Section II.A.6, we have
modified 17 CFR 232.15(a)(6) (``Rule 15(a)(6)'') as proposed to
clarify that the Commission may continue to prevent acceptance or
dissemination of the submission if the Commission has reason to
believe that an attempted submission may be misleading or
manipulative and the Commission's concerns have not been
satisfactorily addressed after evaluating the circumstances
surrounding the attempted submission.
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    Rule 15 will not change filers' obligations under the Federal
securities laws to ensure the accuracy and completeness of information
in their EDGAR submissions. Moreover, in the vast majority of
administrative and substantive EDGAR submission issues, filers will
continue to address an error by submitting a filer corrective
disclosure and nothing in Rule 15 will prevent a filer from continuing
to do so.\8\ We intend to continue to rely upon filer corrective
disclosure to remedy most submission errors.
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    \8\ See 17 CFR 232.15(c), which is being adopted as proposed
(``[n]othing in this rule prevents a filer from addressing an error
or mistake in the filer's submission by making a filer corrective
disclosure''). We received no comments on this aspect of the
proposal. See also, e.g., 17 CFR 232.103, 232.105, and
232.501(a)(3).
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    Additionally, the Commission is adopting new Rule 30-19 to delegate
authority to the Director of the Commission's EDGAR Business Office to
take actions pursuant to the following rules under Regulation S-T: Rule
15, 17 CFR 232.13(b) (``Rule 13(b)'') (relating to adjustment of filing
dates), and 17 CFR 232.202 (``Rule 202'') (relating to the continuing
hardship exemption).

II. Discussion of the Final Rules

A. Adoption of Rule 15

    Rule 15 specifies that, in its administration of EDGAR, the
Commission may take actions to promote the reliability and integrity of
EDGAR submissions. Below we discuss the types of actions the Commission
may take pursuant to Rule 15 to achieve those objectives.
1. Sensitive Personally Identifiable Information
    We are adopting as proposed 17 CFR 232.15(a)(1) (``Rule
15(a)(1)''), which specifies that the Commission may, with regard to
submissions on its public website: (i) Redact submissions containing
Sensitive PII; (ii) remove submissions containing Sensitive PII; and/or
(iii) prevent dissemination of submissions containing this
information.\9\ Pursuant to the rule, the Commission may take further
steps to ensure that Sensitive PII does not reside in EDGAR and
communicate as necessary with filers to facilitate submissions in which
Sensitive PII is redacted.\10\ Whether the Commission removes, redacts,
or prevents dissemination of the Sensitive PII in the submission will
be based on when the Commission first becomes aware of the Sensitive
PII.
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    \9\ Sensitive PII may comprise a single item of information (for
example, a Social Security number) or a combination of two or more
items (for example, a full name and financial, medical, criminal, or
employment history). See Rule 15(a)(1).
    \10\ Although the Commission may take steps to ensure that
Sensitive PII does not reside in EDGAR, the burden of the
responsibility to redact such information from submissions continues
to lie with the filer and not the Commission.
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    One commenter suggested that the Commission interpret the
definition of Sensitive PII broadly to include additional categories of
information that reflect modern expectations of privacy and physical
and financial security risks.\11\ The commenter discussed the personal
and financial harm that would result from the disclosure of such
information. The commenter also noted the regulatory trends in favor of
expanding the categories of information that are considered
``sensitive'' or ``personal'' and facilitating safeguards for
personally identifiable information generally.\12\
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    \11\ See Ropes & Gray Comment Letter (noting that the Commission
release, Amendments to Forms and Schedules to Remove Provision of
Certain Personally Identifiable Information, Release No. 33-10846
(Apr. 25, 2018) [83 FR 22190 (May 14, 2018)] (``2018 PII Form
Amendments Release''), contemplated the removal of Social Security
numbers, foreign identity numbers, dates of birth, and places of
birth from certain Commission forms and schedules, and that, in the
commenter's view, the information referred to in the 2018 PII
Amendments Release was the minimum of what should constitute
Sensitive PII for purposes of Rule 15). See also Proposing Release,
supra footnote 1, at 58019 (discussing the 2018 PII Form Amendments
Release). The commenter requested that the Commission interpret
Sensitive PII to include information such as bank account numbers
and balance information, wire transfer instructions and related
information (e.g., the sender or recipient's name, phone number,
address, and bank name) and credit card numbers. The commenter also
requested that Sensitive PII include, among other things, email
addresses and mobile phone numbers, physical addresses, login
information for any bank, trading or similar account, and
information associated with an individual's digital asset account.
    \12\ See Ropes & Gray Comment Letter (discussing emerging
privacy regimes such as the California Consumer Privacy Act and the
General Data Protection Regulation in Europe). The commenter
indicated that these regimes expressly consider email addresses to
be a type of personally identifiable information and are often
interpreted to cover other types of information such as mobile phone
numbers.

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    The Commission has sought to reduce the risk that Sensitive PII
included in EDGAR submissions may result in financial or personal harm
to individuals, and will continue to do so.\13\ We believe that the
description of Sensitive PII in Rule 15(a)(1) as proposed is broad
enough to encompass the examples provided by the commenter in relevant
circumstances and to provide the Commission with the flexibility to
reduce the risk of financial or personal harm to individuals.\14\ We
believe it is appropriate to retain flexibility in the description as
the categories of what constitutes Sensitive PII continue to evolve in
light of new technology and expectations of privacy.
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    \13\ See Proposing Release, supra footnote 1, at 58019.
    \14\ The description of Sensitive PII that the Commission is
adopting in Rule 15 is generally consistent with the Privacy Act and
other statements of the Commission. See Updated Disclosure
Requirements and Summary Prospectus for Variable Annuity and
Variable Life Insurance Contracts, Release No. 33-10765 (Mar. 11,
2020) [85 FR 25964 (May 1, 2020)]; FAST Act Modernization and
Simplification of Regulation S-K, Release No. 33-10618 (Mar. 20,
2019) [84 FR 12674 (Apr. 2, 2019)]; Amendments to Forms and
Schedules to Remove Provision of Certain Personally Identifiable
Information, Release 33-10486 (Apr. 25, 2018) [83 FR 22190 (May 14,
2018)].
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    The same commenter also suggested that the Commission provide that
filers may initiate a request for redaction or removal of information
from a submission containing Sensitive PII, including from any
submissions made prior to the effectiveness of the rule. The commenter
stated that the inclusion of Sensitive PII in historical EDGAR
submissions (whether inadvertent or intentional) cannot be
retroactively corrected by making an additional filer corrective
disclosure. Moreover, the commenter suggested that the rule require the
Commission to redact or remove such information if the filer
demonstrates that the submission contains Sensitive PII.\15\
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    \15\ See Ropes & Gray Comment Letter (stating that the
Commission should be required to remove or redact Sensitive PII if a
filer demonstrates that the Sensitive PII, if released or allowed to
remain publicly available, may result in financial or personal harm
to an individual).
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    The Commission currently receives requests from filers for
redaction or removal of information from submissions containing
Sensitive PII, and we anticipate continuing to receive and evaluate
such requests. We do not believe, however, that the Commission should
be required to redact or remove Sensitive PII each time a filer
requests it. We believe it is appropriate to retain the flexibility to
consider the accuracy of EDGAR information publicly disseminated on the
Commission's website, the nature of and circumstances surrounding the
Sensitive PII at issue, and the Commission's administrative and
technical capacity to address the request. If a filer demonstrates that
a submission contains Sensitive PII, the Commission will initially work
with the filer to facilitate submission of a version in which the
Sensitive PII is redacted. The Commission will then exercise its
discretion to determine whether the redacted submission would be
adequate or whether additional steps need to be taken pursuant to 17
CFR 232.15(a)(8) (``Rule 15(a)(8)'') (as described below), including
potentially removing information from the Commission's website.\16\ In
any event, regardless of whether there is a request from a filer, the
Commission may act to remove, redact, or prevent dissemination of
Sensitive PII in a submission pursuant to Rule 15(a)(1) without first
notifying the filer or the individual who could experience financial or
personal harm if such information was released on EDGAR. The
Commission's interest in avoiding a situation in which such information
is used to create financial or personal harm may outweigh the need to
give notice prior to Commission action, depending on the
circumstances.\17\ We are therefore adopting this provision of the rule
as proposed.
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    \16\ See Section II.A.8.
    \17\ After taking action pursuant to Rule 15(a), the Commission
will provide notice to the filer and any relevant persons as soon as
reasonably practicable. See 17 CFR 232.15(b) (``Rule 15(b)'').
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2. Cybersecurity Threats
    We are adopting as proposed 17 CFR 232.15(a)(2), which specifies
that the Commission may prevent the submission to EDGAR of any
submission that poses a cybersecurity threat, including but not limited
to, those containing any malware or virus, and communicate as necessary
with the filer regarding the submission. As discussed in the Proposing
Release, Commission action to address cybersecurity threats in EDGAR
submissions will benefit all EDGAR users and promote the reliability
and integrity of EDGAR submissions.\18\ We received no comments on this
aspect of the proposal.
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    \18\ See Proposing Release, supra footnote 1, at 58019.
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3. System and Commission Staff Errors
    We are adopting as proposed 17 CFR 232.15(a)(3), which specifies
that if the Commission determines that a submission has not been
processed by EDGAR, has been processed incorrectly by EDGAR, or
contains an error attributable to the Commission staff, the Commission
may correct and/or prevent dissemination of the submission and
communicate as necessary with the filer to facilitate filer corrective
disclosure. In each of these circumstances, the Commission typically
first attempts to correct the error without unduly burdening
filers.\19\ When necessary, the Commission may work proactively with
filers to accomplish filer corrective disclosure.\20\ We received no
comments on this aspect of the proposal.
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    \19\ See, e.g., Proposing Release, supra footnote 1, at 58019
(discussing Commission practices of correcting system and Commission
staff errors without first communicating with the filer).
    \20\ 17 CFR 232.103 (Rule 103 of Regulation S-T) addresses
concerns that filers may have about liability when issues arise that
are not the fault of the filer. Moreover, Rule 13(b) of Regulation
S-T makes clear that if a filer in good faith attempts to timely
file but the filing is delayed due to technical difficulties beyond
the filer's control, the filer may request an adjustment of the
filing date of the document.
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4. Incorrect EDGAR Identifiers
    We are adopting as proposed 17 CFR 232.15(a)(4), which specifies
that the Commission may remove and/or prevent public dissemination of a
submission made under an incorrect EDGAR unique identifying number \21\
and communicate as necessary with the filer and others to facilitate a
filer corrective disclosure. Sometimes, filers make submissions that
are not associated with the correct unique identifying number. These
errors can create confusion for filers, investors, and other EDGAR
users. The Commission may remove the erroneous submission when such
errors cannot be resolved by filer corrective disclosure. We received
no comments on this aspect of the proposal.
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    \21\ EDGAR provides each entity a unique identifying number, and
submissions made by an entity are associated with that number. If an
individual who has access to more than one unique identifying number
(for example, a filing agent) were to make a submission for one
entity using another entity's number, it erroneously would appear to
EDGAR users that the submission is a filing by the unique
identifying number holder. See 17 CFR 232.10(b).
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5. EDGAR Access Code Disputes
    We are adopting as proposed 17 CFR 232.15(a)(5), which specifies
that the Commission may prevent a filer's ability to make submissions
if the Commission determines that a dispute exists as to which persons
have the authority to make submissions on behalf of the filer, until
the dispute is resolved by the disputing parties or by a court of
competent jurisdiction. These disputes may arise, for example, when two
or more parties each claim control of a filing entity and each demand
access to

the entity's EDGAR account. Resolution of such disputes often turns on
matters of state corporation law or other factors outside the scope of
the Federal securities laws. Under existing practice, the Commission
staff has asked the disputing parties to either resolve the dispute
themselves or have the matter adjudicated under the relevant state
corporation law.\22\ The final rule affirms the Commission's ability to
take action to ensure that only authorized persons make submissions on
behalf of the filer. We received no comments on this aspect of the
proposal.
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    \22\ When a dispute arises between parties, each of whom claims
to be the legitimate corporate representative--which may occur after
a leadership change at a filing entity--the Commission staff
typically prevents future submissions until the parties can reach an
agreement, or a party is able to provide a court order designating
the appropriate corporate representative.
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6. Potential Manipulation
    We are adopting a modification to proposed Rule 15(a)(6). The
proposed rule specified that if the Commission has reason to believe
that a submission or an attempted submission may be misleading or
manipulative, the Commission may prevent acceptance or dissemination of
the submission while evaluating the circumstances surrounding the
submission.\23\ The proposed rule also specified that the Commission
may allow acceptance or dissemination if its concerns are
satisfactorily addressed.\24\
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    \23\ See Proposed Rule 15(a)(6). See also Proposing Release,
supra footnote 1, at 58020 (discussing examples of submissions or
attempted submissions that may be misleading or manipulative).
    \24\ See Proposed Rule 15(a)(6).
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    After further consideration, we are slightly modifying proposed
Rule 15(a)(6) to clarify that the Commission may continue to prevent
acceptance or dissemination after it has evaluated the circumstances
surrounding the submission if its concerns have not been satisfactorily
addressed. If the Commission allows acceptance or dissemination of the
submission, the initial or initially attempted filing date will be
assigned to the submission, assuming the submission does not implicate
other provisions of Rule 15. We received no comments on this aspect of
the proposal.
7. Unauthorized Submissions
    We are adopting as proposed 17 CFR 232.15(a)(7), which specifies
that the Commission may prevent the use of EDGAR access codes if it has
reason to believe that there has been an unauthorized submission or an
attempt to make an unauthorized submission on EDGAR. Under existing
practice, when questions arise as to whether a particular submission or
attempted submission was authorized, the Commission seeks to better
understand the circumstances surrounding the submission and evaluate
what steps, if any, to take in response. Rule 15 specifies that, in
such situations, the Commission may prevent any further submissions by
the filer or otherwise remove the filer's access to EDGAR. If its
concerns are satisfactorily addressed, the Commission will allow the
use of EDGAR access codes and permit the submission to proceed,
assuming the submission does not implicate other provisions of Rule 15.
We received no comments on this aspect of the proposal.
8. Additional Remedial Steps
    The Commission cannot anticipate every administrative submission
issue that may arise in the future. Thus, we are adopting as proposed
Rule 15(a)(8), which specifies the circumstances in which the
Commission may take further appropriate steps to address a matter and
communicate as necessary with the filer regarding a submission.
Specifically, under the rule, the Commission may take such further
steps if the Commission has reason to believe that, to promote the
reliability and integrity of EDGAR submissions, it must address a
submission issue that cannot be addressed solely by filer corrective
disclosure or by the actions set forth in paragraphs (a)(1) through (7)
of Rule 15. We received no comments on this aspect of the proposal.
9. Notice
    Finally, we are adopting as proposed Rule 15(b), which provides
that the Commission may act without advance notice to filers or any
other person. Specifically, Rule 15(b) provides a method for the
Commission to provide notice of its actions under the rule to a filer
and any person the Commission determines is relevant to the matter
(``relevant person'') as soon as practicable after those actions are
taken. In response to commenters, we are clarifying that the term
``relevant person'' encompasses, in appropriate circumstances, a
filer's vendor or supplier that made the related submission on behalf
of the filer.\25\ In addition, relevant persons could include, but are
not limited to, parties other than the filer that are involved in code
disputes and parties other than the filer that are involved in
submissions made in another entity's account. Rule 15(b) provides that
the Commission will send written notice and a brief factual statement
of the basis for the action by electronic mail to the email address on
record in the filer's EDGAR account, and the email address of any
relevant persons. The Commission may also send, if necessary, the
notice and factual statement by registered, certified, or express mail
to the physical address on record in the filer's EDGAR account and the
physical address of any relevant persons. The notice provides the filer
and relevant persons an opportunity to bring pertinent information to
the Commission's attention and will help facilitate prompt resolution
of submission issues.
---------------------------------------------------------------------------

    \25\ See XBRL US Comment Letter I; JT Foxx Comment Letter; Auto
Connection Comment Letter (requesting that the Commission always
consider an issuer's vendor or supplier to be a relevant person when
the Commission provides notice of its actions to a filer and any
relevant person).
---------------------------------------------------------------------------

    Three commenters were generally supportive of the proposed rule but
expressed concern that the Commission may redact information from a
submission without first contacting the filer.\26\ The commenters
requested that filers be notified prior to any Commission action in the
proposed rule, if possible. The commenters recognized, however, that
there may be situations where advance notification would not be
feasible and, in such situations, they agreed with the Commission's
proposal to notify the filer and relevant persons as soon as possible
after the action is taken.
---------------------------------------------------------------------------

    \26\ Id.
---------------------------------------------------------------------------

    As discussed in the Proposing Release, the Commission typically
communicates and works with filers to address submission issues, and
the Commission anticipates that it generally will continue to work with
filers in advance of taking action under the rule.\27\ At the same
time, the final rule allows the Commission the necessary flexibility to
take action promptly to avoid harm to investors and other EDGAR users
who depend upon the accuracy of the information disseminated by
EDGAR.\28\ For example, as discussed above, the Commission has sought
to reduce the risk that Sensitive PII included in EDGAR submissions may
result in financial or personal harm to individuals.\29\ Immediate
Commission action may also be necessary to avoid potential threats to
EDGAR, to prevent the dissemination of unauthorized or potentially
false or misleading submissions, or to prevent the improper

use of filers' EDGAR accounts.\30\ In addition, we are mindful that
administrative actions under the proposed rule should not unduly hinder
or delay the EDGAR submission process.\31\ We believe that Rule 15,
including its notice provision, balances the need to reduce the risk of
financial or personal harm to individuals from the disclosure of
Sensitive PII, address potential threats, and other circumstances as
described above with the need to timely disseminate EDGAR submissions.
We are therefore adopting this provision of the rule as proposed.
---------------------------------------------------------------------------

    \27\ See Proposing Release, supra footnote 1, at 58020.
    \28\ Id.
    \29\ See Section II.A.1 and Proposing Release, supra footnote 1,
at 58019.
    \30\ See Proposing Release, supra footnote 1, at 58020.
    \31\ Id.
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B. Amendment to the Delegations of the Authority of the Commission

    The Commission is adopting new Rule 30-19 of the Rules of
Organization and Program Management to delegate authority to the
Director of the EDGAR Business Office to take action under Rule 15 and
two other rules in Regulation S-T: (i) Rule 13(b), to adjust the filing
date of an electronic filing; and (ii) Rule 202, to set the terms of,
and grant or deny as appropriate, continuing hardship exemptions from
the electronic submission requirements.\32\ This delegated authority is
designed to conserve Commission resources by permitting Commission
staff to carry out the Commission's efficient administration of EDGAR.
The Commission staff may nevertheless submit matters to the Commission
for consideration, as it deems appropriate.
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    \32\ The functions in new Rule 30-19 are performed by the
Director of the EDGAR Business Office or under the Director's
direction by such other person or persons as may be designated from
time to time by the Chairman of the Commission. Functions related to
filing date adjustments pursuant to Rule 13(b) and continuing
hardship exemptions pursuant to Rule 202 would be performed after
consultation with the division or office with primary regulatory
oversight for the relevant filing. See new Rule 30-19.
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III. Economic Analysis

    We have carefully considered the economic effects of final Rule 15
under Regulation S-T.\33\ The final rule increases transparency for
filers, investors, and other users of EDGAR by specifying the actions
the Commission may take to resolve certain administrative issues.
Increased transparency about Commission actions will create benefits
for both filers and users, because filers and users will know the types
of actions they can expect the Commission to take to promote the
reliability and integrity of EDGAR submissions. However, we anticipate
these benefits will be limited as Rule 15 largely codifies actions that
the Commission currently takes to promote the reliability and integrity
of EDGAR submissions. For the same reason, we do not expect filers to
incur additional costs. Further, we anticipate that the final rule will
marginally improve efficiency, but will not have a significant effect
on competition or capital formation. Because we generally cannot
predict the need for or extent of corrective actions the final rule
will address, we cannot quantify the anticipated economic effects of
future corrective actions. Furthermore, the Commission received no
comments responding to the Proposing Release's request for comments on
the economic analysis and any relevant empirical data, estimation
methodologies, or factual support. Therefore, the analysis that follows
provides primarily a qualitative assessment of the likely economic
effects.
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    \33\ Section 2(b) of the Securities Act of 1933 (``Securities
Act''), Section 3(f) of the Securities Exchange Act of 1934
(``Exchange Act''), and Section 2(c) of the Investment Company Act
of 1940 (``Investment Company Act'') require us, when engaging in
rulemaking that requires us to consider or determine whether an
action is necessary or appropriate in (or, with respect to the
Investment Company Act, consistent with) the public interest, to
consider, in addition to the protection of investors, whether the
action will promote efficiency, competition, and capital formation.
In addition, Section 23(a)(2) of the Exchange Act requires the
Commission to consider the effects on competition of any rules the
Commission adopts under the Exchange Act and prohibits the
Commission from adopting any rule that would impose a burden on
competition not necessary or appropriate in furtherance of the
purposes of the Exchange Act.
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A. Economic Baseline

    The Commission's current processes and procedures for resolving the
enumerated administrative issues listed in the final rule and discussed
above serve as the baseline against which we assess the final rule.
This section discusses, as it relates to this rulemaking, filers'
current usage of EDGAR and the Commission's processes for administering
EDGAR.
    Because of the variety of administrative issues that may arise in
connection with EDGAR submissions, the Commission has developed
procedures for identifying and addressing the issues described above,
although the Commission has not published those procedures. Where
possible, the Commission currently communicates with relevant filers to
facilitate filer corrective disclosure to address problematic
submissions. While filer corrective disclosure addresses the majority
of known EDGAR submission issues, there are circumstances in which
working with a filer does not address problematic submissions, such as
when the filer is uncooperative or the Commission cannot validate a
filer's authorization to make submissions. Additionally, in limited
cases, the Commission has responded promptly to submission issues
without first consulting relevant filers in order to avoid harm to
investors and other EDGAR users who depend upon the accuracy of the
information disseminated by EDGAR. For these submissions, the
Commission acts expediently to minimize the time the public and the
Commission are exposed to such harm. While the Commission typically
notifies these filers of its actions afterwards, some filers may not
know specifically why the Commission took action or the nature of the
issue with the submission.

B. Costs and Benefits

    The final rule specifies the actions the Commission may take with
respect to specific administrative issues that impact the Commission's
ability to promote the reliability and integrity of EDGAR submissions.
We believe the final rule will provide increased transparency about the
Commission's administrative processes, which in turn may benefit filers
and improve the Commission's efficiency in administering EDGAR. We
believe, however, that Rule 15 would have limited economic effects
because the rule largely codifies actions that the Commission may
already take.
    More transparency into how the Commission administers EDGAR may
benefit filers in two ways. First, by specifying the types of issues
for which the Commission may take action, the final rule could
encourage filers to take additional actions to prevent these issues if
they believe the benefits exceed the costs of preventative actions.
Second, when the Commission must act to address a problematic
submission prior to notifying a filer or when an issue cannot be
addressed solely by a filer corrective disclosure, the final rule's
formal notification requirement ensures that filers will receive timely
notification of Commission action. To the extent that this requirement
results in the Commission notifying filers of issues that they can
correct, such as incorrect EDGAR identifiers, EDGAR access code
disputes, or potentially misleading filings, filers may be able to
benefit from rectifying issues sooner than they would have prior to the
rule.\34\
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    \34\ In addition to filers, the Commission may work with EDGAR
filing agents, counsel, and other entities to correct administrative
issues. As with filers, these entities may incur lower costs if they
are notified and can rectify issues with EDGAR submissions sooner.

---------------------------------------------------------------------------

    Because the final rule informs filers of possible actions the
Commission may take and the Commission's process to promote the
reliability and integrity of EDGAR submissions, the final rule will
improve the efficiency of administering EDGAR. This benefit is likely
to be limited because the Commission will continue to resolve most
issues by contacting filers to facilitate filer corrective disclosure.
Since filers may submit fewer filings with errors and the Commission
and filers will be able to more quickly correct errors, the final rule
could lead to more timely and accurate information in EDGAR, benefiting
investors, research analysts, data aggregators, and other financial
professionals.\35\ Moreover, since the Commission, as the administrator
of EDGAR, already takes corrective actions to promote the reliability
and integrity of EDGAR submissions, we do not expect filers to incur
additional costs in connection with these improvements. The Commission
generally cannot predict the need for or the extent of corrective
actions, so we cannot quantify the informational efficiency benefits
from future corrective actions.
---------------------------------------------------------------------------

    \35\ See generally Michael S. Drake, Darren T. Roulstone, and
Jacob R. Thornock, The Determinants and Consequences of Information
Acquisition via EDGAR, 32 Contemporary Accounting Research 3 (2016)
(Most EDGAR users access the database a few times per quarter around
corporate events such as restatements, earnings announcements, and
acquisition announcements. This activity is related to, but distinct
from, financial press articles. A small subset of users access EDGAR
daily for multiple filings.); Jonathan L. Rogers, Douglas J.
Skinner, and Sarah L. C. Zechman, Run EDGAR Run: SEC Dissemination
in a High-Frequency World, Chicago Booth Research Paper No. 14-36
(Feb. 17, 2017) (finding that for a sample of Form 4 filings, there
was an economically significant advantage to accessing data because
of then-existing lags between the Commission's EDGAR website and the
public dissemination feed); Brian Gibbons, Peter Iliev, and Jonathan
Kalodimos, Analyst Information Acquisition via EDGAR, Working Paper
(Nov. 15, 2019) (finding that information acquisition from EDGAR is
associated with smaller analyst forecast errors); Peter Iliev,
Jonathan Kalodimos, and Michelle Lowry, Investors' Attention to
Corporate Governance, 9th Miami Behavioral Finance Conference 2018
(Jul. 16, 2020) (using EDGAR log files, finding that investors
conduct significant research into corporate governance, particularly
for large firms, firms with low managerial entrenchment, and those
with meetings outside of the proxy season); Huaizhi Chen, Lauren
Cohen, Umit Gurun, Dong Lou, and Christopher J. Malloy, IQ from IP:
Simplifying Search in Portfolio Choice, NBER Working Paper No. 24801
(Apr. 20, 2019) (using EDGAR log data, shows institutional investors
tracked management teams and insider-trading filings of firms); and
Zhongling Qin, Measuring Attention: The Case of Amendments to 10K
Annual Reports, Working Paper (Nov. 15, 2019) (showing consistently
higher trading volume once there are enough attentive readers of 10-
K/A filings, as defined by whether the readers read the original 10-
K filings, though consistent with gradual diffusion of information).
But see Stefano DellaVigna and Joshua M. Pollet, Investor
Inattention and Friday Earnings Announcements, 64 J. of Fin. 2 (Mar.
13, 2009) (finding less immediate response for Friday announcements
than for announcements on other days, consistent with investor
inattention); and Tim Loughran and Bill McDonald, The Use of EDGAR
Filings by Investors, J. of Behavioral Fin. Forthcoming (Dec. 4,
2016) (showing that the average publicly traded firm has its annual
report accessed only 28.4 times on the day of and day after the
filing, though other filings such as initial public offering filings
are more quickly consumed).
---------------------------------------------------------------------------

    To the extent that the final rule reduces the number of
cybersecurity threats or reduces the administrative frictions in
preventing cybersecurity threats, there may be benefits to the users of
EDGAR.\36\ In particular, users, including investors, analysts, asset
managers, and data collection companies, may incur fewer costs
associated with cleaning or repairing systems and recovering data.\37\
Furthermore, individuals, investors, companies, and asset managers,
among others, may benefit from the prevention of cybersecurity attacks
that disrupt the dissemination of filings through EDGAR or obtain
confidential or protected financial information on the Commission's or
users' systems.
---------------------------------------------------------------------------

    \36\ Under current practice, the Commission immediately prevents
submissions to EDGAR of any submission that poses cybersecurity
risks once the Commission identifies them. Furthermore, the
Commission has already promulgated a rule addressing the removal of
submissions or parts of submissions that contain executable code. 17
CFR 232.106.
    \37\ See The Council of Econ. Advisers, The Cost of Malicious
Cyber Activity to the U.S. Economy (Feb. 2018). Available at:
https://www.whitehouse.gov/wp-content/uploads/2018/03/The-Cost-of-Malicious-Cyber-Activity-to-the-U.S.-Economy.pdf (estimating that in
2016, malicious cyber activity cost the U.S. economy between $57 and
$106 billion through denial of service attacks, disruption of
business activity, or destruction or theft of proprietary and
strategic information).
---------------------------------------------------------------------------

    Lastly, because EDGAR submissions generally do not require
Sensitive PII,\38\ and current Commission practices seek to identify
and redact Sensitive PII, we do not anticipate that the final rule
specifying that the Commission may redact, remove and/or not
disseminate EDGAR submissions containing Sensitive PII will have a
substantial economic effect.
---------------------------------------------------------------------------

    \38\ In 2018, the Commission amended forms and schedules to
eliminate requirements to provide certain personally identifiable
information. See PII Form Amendments Release, supra footnote 11.
Also, in the EDGAR Filer Manual, the Commission advises against
including social security numbers in filings submitted to the
Commission. See https://www.sec.gov/info/edgar/edgarfm-vol2-v47.pdf.
Some forms may require Sensitive PII in certain circumstances. For
example, Form 20-F requires dates of birth of a company's directors
and senior management if required to be reported in the home country
or otherwise publicly disclosed by the company. Additionally, Forms
MA and Funding Portal require IRS Tax numbers if CRD numbers are
unavailable. IRS Tax numbers also are required on Form SBSE if CRD
numbers, IARD numbers, and foreign business numbers are unavailable.
---------------------------------------------------------------------------

IV. Administrative Law Matters

    The Commission finds, in accordance with section 553(b)(3)(A) of
the Administrative Procedure Act (``APA''), that these amendments
relate solely to agency organization, procedure, or practice and do not
constitute a substantive rule. They are therefore not subject to the
provisions of the APA requiring notice of rulemaking, opportunity for
public comment, and advance publication of the amendments prior to
their effective date. These changes are effective on February 3, 2021.
Additionally, the Regulatory Flexibility Act of 1980 \39\ therefore
does not apply. Nevertheless, we previously determined that it would be
useful to publish the proposed amendments for notice and comment before
adoption. The Commission has considered all comments received. Because
these amendments relate to ``agency organization, procedure or practice
that does not substantially affect the rights or obligations of non-
agency parties,'' they are not subject to Small Business Regulatory
Enforcement Fairness Act of 1996.\40\ These rules do not contain any
collection of information requirements as defined by the Paperwork
Reduction Act of 1995.\41\
---------------------------------------------------------------------------

    \39\ 5 U.S.C. 601 et seq.
    \40\ 5 U.S.C. 801 et seq.
    \41\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

V. Statutory Basis and Text of Rule Amendments

    The amendments to Regulation S-T--General Rules and Regulations for
Electronic Filings are adopted pursuant to statutory authority in
Sections 6, 7, 8, 10, and 19(a) of the Securities Act,\42\ Sections 3,
12, 13, 14, 15, 15B, 23, and 35A of the Exchange Act,\43\ Section 319
of the Trust Indenture Act of 1939,\44\ and Sections 8, 30, 31, and 38
of the Investment Company Act.\45\ The amendments to the Commission's
Rules of Organization and Program Management are adopted pursuant to
statutory authority granted to the Commission, including Section 19 of
the Securities Act of 1933, 15 U.S.C. 77s; Sections 4A, 4B, and 23 of
the Exchange Act, 15 U.S.C. 78d-1, 78d-2, and 78w; Section 38 of the
Investment Company Act of 1940, 15 U.S.C. 80a-37; Section 211 of the
Investment Advisers Act of 1940, 15 U.S.C. 80b-11; and

Section 3 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7202.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \43\ 15 U.S.C. 78c, 78d-1, 78d-2, 78l, 78m, 78n, 78o, 78o-4,
78w, and 78ll.
    \44\ 15 U.S.C. 77sss.
    \45\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies), Organization and functions (Government
agencies).

17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping
requirements, Securities.

    For the reasons discussed above, we are amending 17 CFR chapter II
as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

Subpart A-Organization and Program Management

0
1. The general authority citation for part 200, subpart A, continues to
read as follows:

    Authority:  15 U.S.C. 77c, 77o, 77s, 77z-3, 77sss, 78d, 78d-1,
78d-2, 78o-4, 78w, 78ll(d), 78mm, 80a-37, 80b-11, 7202, and 7211 et
seq., unless otherwise noted.
* * * * *

0
2. Add Sec.  200.30-19 to read as follows:

Sec.  200.30-19   Delegation of authority to Director of the EDGAR
Business Office.

    Pursuant to the provisions of Public Law 100-181, 101 Stat. 1254,
1255 (15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission
hereby delegates, until the Commission orders otherwise, the following
functions to the Director of the EDGAR Business Office, to be performed
by the Director or under the Director's direction by such other person
or persons as may be designated from time to time by the Chairman of
the Commission:
    (a) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.) and part 232 of this
chapter (Regulation S-T), to grant or deny a request submitted pursuant
to Sec.  232.13(b) of this chapter to adjust the filing date of an
electronic filing, after consultation with the division or office with
primary regulatory oversight for the relevant filing.
    (b) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.), and part 232 of this
chapter (Regulation S-T) to set the terms of, and grant or deny as
appropriate, continuing hardship exemptions pursuant to Sec.  232.202
of this chapter from the electronic submission requirements of
Regulation S-T, after consultation with the division or office with
primary regulatory oversight for the relevant filing.
    (c) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.), and part 232 of this
chapter (Regulation S-T) to take actions pursuant to Sec.  232.15 of
this chapter to promote the reliability and integrity of submissions
made through the Electronic Data Gathering, Analysis, and Retrieval
system (EDGAR).

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
3. 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, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *

0
4. Add Sec.  232.15 to read as follows:

Sec.  232.15   Administration of EDGAR.

    (a) In its administration of EDGAR, the Commission may take the
following actions to promote the reliability and integrity of
submissions made through EDGAR.
    (1) If the Commission determines that a submission contains
personally identifiable information that if released may result in
financial or personal harm to an individual, which may comprise a
single item of information or a combination of two or more items, the
Commission may redact such information from the submission, prevent
dissemination of the submission, and/or remove the submission from the
Commission's public website, and may communicate as necessary with the
filer to facilitate submission of a version in which such information
is redacted;
    (2) The Commission may prevent the submission to EDGAR of any
submission that poses a cybersecurity threat, including but not limited
to, submissions containing any malware or virus, and may communicate as
necessary with the filer regarding the submission;
    (3) If the Commission determines that a submission has not been
processed by EDGAR, or has been processed incorrectly by EDGAR, or
contains an error attributable to the Commission staff, the Commission
may correct and/or prevent public dissemination of the submission and
may communicate with the filer as necessary to facilitate the filer's
submission of an amendment to, or a notice of withdrawal of, the
filer's submission (a ``filer corrective disclosure'');
    (4) If the Commission determines that a submission is made under an
incorrect EDGAR unique identifying number, the Commission may remove
and/or prevent public dissemination of the submission and may
communicate with the filer as necessary to facilitate a filer
corrective disclosure;
    (5) If the Commission determines that a dispute exists regarding
the authority to make submissions on behalf of a filer, the Commission
may prevent a filer's ability to make submissions until the dispute is
resolved by the disputing parties or by a court of competent
jurisdiction;
    (6) If the Commission has reason to believe that an attempted
submission may be misleading or manipulative, the Commission may
prevent acceptance or dissemination of the submission unless, after
evaluating the circumstances surrounding the submission, the
Commission's concerns are satisfactorily addressed;
    (7) If the Commission has reason to believe that a filer has made
an unauthorized submission or attempted to make an unauthorized
submission, the Commission may prevent any further submissions by the
filer or otherwise remove the filer's access to EDGAR; and
    (8) If the Commission otherwise has reason to believe that, to
promote the reliability and integrity of submissions made through
EDGAR, it must address a submission issue that cannot be addressed
solely by filer corrective disclosure or by the actions set forth in
paragraphs (a)(1) through (7) of this section, the Commission may take
such further steps as are appropriate to address the matter and
communicate as necessary with the filer regarding the submission.
    (b) The Commission may act under paragraph (a) of this section
without providing advance notice to the filer or any other person. As
soon as reasonably practicable after taking action under paragraph (a)
of this section, the Commission will provide written notice and a brief
factual statement of the basis for the action to the filer and any
other person the Commission determines is

relevant to the matter (``relevant persons''). The Commission will send
the notice and factual statement by electronic mail to the email
address on record in the filer's EDGAR account, and to the email
address of any relevant persons. The Commission may also send, if
necessary, the notice and factual statement by registered, certified,
or express mail to the physical address on record in the filer's EDGAR
account and the physical address of any relevant persons.
    (c) Nothing in this section prevents a filer from addressing an
error or mistake in the filer's submission by making a filer corrective
disclosure.

    By the Commission.

    Dated: December 11, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-28273 Filed 2-2-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 25 (Tuesday, February 7, 2012)]
[Notices]
[Pages 6107-6108]
[FR Doc No: 2012-2701]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER12-911-000]

CPV Sentinel, LLC; Supplemental Notice That Initial Market-Based
Rate Filing Includes Request for Blanket Section 204 Authorization

    This is a supplemental notice in the above-referenced proceeding of
CPV Sentinel, LLC's application for market-based rate authority, with
an accompanying rate tariff, noting that

such application includes a request for blanket authorization, under 18
CFR Part 34, of future issuances of securities and assumptions of
liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is February 21, 2012.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive email notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please email<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: February 1, 2012.
Kimberly D. Bose,
Secretary.
[FR Doc. 2012-2701 Filed 2-6-12; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 77 (Friday, April 20, 2012)]
[Notices]
[Pages 23713-23715]
[FR Doc No: 2012-9636]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPP-2012-0176; FRL-9343-9]

Pesticides; Final Guidance on Material Safety Data Sheets as
Pesticide Labeling; Request for Comment on Paperwork Burden

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of availability.

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SUMMARY: The Agency is announcing the availability of a Pesticide
Registration Notice (PR Notice) entitled ``Pesticide Registration (PR)
Notice 2012-1: Material Safety Data Sheets as Pesticide Labeling.''
This PR Notice was issued by the Agency on April 9, 2012. PR Notices
are issued by the Office of Pesticide Programs (OPP) to inform
pesticide registrants and other interested persons about important
policies, procedures, and registration related decisions, and serve to
provide guidance to pesticide registrants and OPP personnel. This
particular PR Notice provides guidance to the registrant concerning the
relationship between EPA-approved labels for pesticides registered
under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA),
and the Material Safety Data Sheet (MSDS, also referred to as Safety
Data Sheet or SDS), required by the Occupational Safety and Health
Administration (OSHA). It explains how registrants can ensure their
FIFRA labeling and SDS's comply with both agencies' requirements. In
addition, EPA is hereby soliciting public comment on the information
collection activities and related burden estimates associated with the
guidance provided in PR Notice 2012-1.

DATES: Comments on the Agency's information collection activities and
related burden estimates must be received on or before June 19, 2012.

ADDRESSES: Submit your comments, identified by docket identification
(ID) number EPA-HQ-OPP-2012-0176, by one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the on-line instructions for submitting comments.
     Mail: OPP Regulatory Public Docket (7502P), Office of
Pesticide Programs (OPP), Environmental Protection Agency, 1200
Pennsylvania Ave. NW., Washington, DC 20460-0001.
     Hand Delivery: OPP Regulatory Public Docket in Rm. S-4400,
One Potomac Yard (South Building), 2777 S. Crystal Drive, Arlington,
VA. This docket facility is open from 8:30 a.m. to 4 p.m., Monday
through Friday, excluding legal holidays. The docket telephone number
is<PHONE_NUMBER>. Such deliveries are only accepted during normal
hours of operation, and special arrangements should be made for
deliveries of boxed information.
    Instructions: Direct your comments to docket ID number EPA-HQ-OPP-
2012-0176. EPA's policy is that all comments received will be included
in the docket without change and may be made available on-line at
http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through regulations.gov or
email. The regulations.gov Web site is an ``anonymous access'' system,
which means EPA will not know your identity or contact information
unless you provide it in the body of your comment. If you send an email
comment directly to EPA without going through regulations.gov, your
email address will be automatically captured and included as part of
the comment that is placed in the docket and made available on the
Internet. If you submit an electronic comment, EPA recommends that you
include your name and other contact information in the body of your
comment and with any disk or CD-ROM you submit. If EPA cannot read your
comment due to technical difficulties and cannot contact you for
clarification, EPA may not be able to consider your comment. Electronic
files should avoid the use of special characters, any form of
encryption, and be free of any defects or viruses.
    Docket: All documents in the docket are listed in the docket index
available at http://www.regulations.gov. Although listed in the index,
some information is not publicly available, e.g., CBI or other
information whose disclosure is restricted by statute. Certain other
material, such as copyrighted material, is not placed on the Internet
and will be publicly available only in hard copy form. Publicly
available docket materials are available either in the electronic
docket at http://www.regulations.gov, or, if only available in hard
copy, at the OPP Regulatory Public Docket in Rm. S-4400, One Potomac
Yard (South Bldg.), 2777 S. Crystal Dr., Arlington, VA. The hours of
operation of this Docket Facility are from 8:30 a.m. to 4 p.m., Monday
through Friday, excluding legal holidays. The Docket Facility telephone
number is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Mary Frances Lowe, Field and External
Affairs Division (7506P), Office of Pesticide Programs, Environmental
Protection Agency, 1200 Pennsylvania Ave. NW., Washington, DC 20460-
0001; telephone number:<PHONE_NUMBER>; fax number:<PHONE_NUMBER>;
email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this action apply to me?

    This action is directed to the public in general. Although this
action may be of particular interest to those persons who manufacture
pesticides, State pesticide enforcement personnel and other people may
also be interested. The Agency has not attempted to describe all the
specific entities that may be affected by this action. If you have any
questions regarding the information in this document, consult the
person listed under FOR FURTHER INFORMATION CONTACT.

B. How can I get copies of this document and other related information?

    EPA has established a Web site for Pesticide PR Notices issued by
the Office of Pesticide Programs to inform pesticide registrants and
other interested persons about important policies, procedures and
regulatory decisions. Go to: http://www.epa.gov/PR_Notices/index.htm.

II. What guidance does this PR Notice provide?

    This final PR Notice provides guidance to the registrant concerning
the Agency's previous determination in PR Notice 92-4 that a Material
Safety Data Sheet (MSDS) (also referred to as a Safety Data Sheet
(SDS)) that accompanies a pesticide product is considered part of the
pesticide's labeling but may accompany a pesticide product without
notification to or approval by the Agency, provided such labeling is
consistent with the labeling requirements in 40 CFR part 156. The PR
Notice is intended to update and clarify PR Notice 92-4.
    The Occupational Safety and Health Administration (OSHA) requires
SDS's under its Hazard Communication Standard (HCS) (29 CFR 1910.1200)
and is moving to align its HCS requirements with the Globally
Harmonized System of Classification and Labeling of Chemicals (GHS).
OSHA published its final rule on March 26, 2012 (77 FR 17574-17896) and
will begin to accept SDS's that are prepared according to the final
rule's requirements on May 25, 2012. EPA has not yet moved to amend its
labeling regulations to be consistent with the GHS, which leads to
differences between EPA's current requirements and OSHA's new
requirements related to classification criteria, hazard statements,
pictograms, and signal words. Commenters on OSHA's proposed rule raised
concerns about potential inconsistencies in the two agencies'
requirements. EPA and OSHA worked together to develop this guidance to
address these commenters' concerns. The PR Notice is intended to aid
registrants in assuring that the SDS's for their products not be
considered inconsistent with the EPA-approved product labeling for
pesticides registered under FIFRA by providing guidance on how a
registrant may reconcile an SDS with its associated FIFRA labeling, as
stated below.
    The Agency believes that generally explaining why the FIFRA label
and the SDS contain different hazard communication will prevent users
from being misled. To provide an adequate explanation so the labeling
is not misleading, EPA recommends registrants include in their SDS's
the hazard information required on the FIFRA label and a brief
explanation for differences between that information and the SDS hazard
information, as outlined in the PR Notice.
    This guidance is effective immediately.

III. Do PR Notices contain binding requirements?

    The PR Notice discussed in this document is intended to provide
guidance to EPA personnel and decision makers and to pesticide
registrants. While the requirements in the statutes and Agency
regulations are binding on EPA and the applicants, this PR Notice is
not binding on either EPA or pesticide registrants, and EPA may depart
from the guidance where circumstances warrant and without prior notice.
Likewise, pesticide registrants may assert that the guidance

is not appropriate generally or not applicable to a specific pesticide
or situation.

IV. Does this PR Notice contain an information collection subject to
the Paperwork Reduction Act?

    This PR Notice provides guidance on what could be included in
section 15 of the SDS in terms of draft explanatory text and the use of
FIFRA hazard information as available on the EPA-approved label of a
registered product. Although using the approach identified in the PR
Notice is entirely optional, EPA recognizes that the approach involves
an information collection activity covered by the Paperwork Reduction
Act (PRA), 44 U.S.C. 3501 et seq., and OMB's regulations at 5 CFR part
1320. As such, EPA and OSHA will collaborate on a subsequent revision
to OSHA's ICR, identified under OMB Control No. 1218-0072, which
addresses the information collection activities contained in the recent
OSHA final rule revising HCS (77 FR 17574-17896). Before submitting
such a revision to OMB for review and approval, EPA is hereby
soliciting public comment on a supporting statement entitled
``Supporting Statement for a Request to Revise a Currently Approved
Information Collection Request (ICR) under the Paperwork Reduction Act;
Proposed Revision to OMB Control No. 1218-0072'' and available in EPA
Docket ID No. EPA-HQ-OPP-2012-0176.

A. Request for Comment on PRA Activities

    Pursuant to section 3506(c)(2)(A) of PRA, EPA is soliciting
comments and information to enable it to:
     Evaluate whether the proposed collection of information is
necessary for the proper performance of the functions of the agencies,
including whether the information will have practical utility.
     Evaluate the accuracy of the estimates of the burden of
the proposed collection of information, including the validity of the
methodology and assumptions used.
     Enhance the quality, utility, and clarity of the
information to be collected.
     Minimize the burden of the collection of information on
those who are to respond, including through the use of appropriate
automated electronic, mechanical, or other technological collection
techniques or other forms of information technology, e.g., permitting
electronic submission of responses. In particular, EPA is requesting
comments from very small businesses (those that employ less than 25) on
examples of specific additional efforts that EPA could make to reduce
the paperwork burden for very small businesses affected by this
collection.

B. PRA Burden Statement

    Burden is defined in 5 CFR 1320.3(b). The annualized public burden
for this collection of information, which involves the activities
associated with the SDS preparer's inclusion in section 15 of the SDS
of additional pesticide information from the EPA-approved labeling as
described in EPA's PR Notice 2012-1, is estimated to average about 1.4
hours per respondent, or 0.25 hours per SDS. The ICR provides a
detailed explanation of this estimate, which is only briefly summarized
here:
     Estimated total number of potential respondents: 574.
     Frequency of response: Once, and optional.
     Estimated total average number of responses for each
respondent: 5.4.
     Estimated total annual burden hours: 258 hours averaged
over the 3-year phase-in established by the OSHA final rule.
     Estimated total annual burden costs: $17,028 averaged over
the 3-year phase-in established by the OSHA final rule.

C. Next Step Under the PRA

    EPA will consider the comments received and amend the Supporting
Statement as appropriate. The final ICR package will then be submitted
to OMB for review and approval pursuant to 5 CFR 1320.12 as a revision
to the OSHA ICR that covers the information collection activities in
the OSHA HCS, identified under OMB Control No. 1218-0072. OSHA will
issue another Federal Register notice pursuant to 5 CFR
1320.5(a)(1)(iv) to announce the submission of the ICR to OMB and the
opportunity to submit additional comments. If you have any questions
about this ICR or the approval process, please contact the technical
person listed under FOR FURTHER INFORMATION CONTACT.

List of Subjects

    Environmental protection, Administrative practice and procedure,
Agricultural commodities, Pesticides and pests, Pesticide drift, Spray
drift.

    Dated: April 9, 2012.
Steven Bradbury,
Director, Office of Pesticide Programs.
[FR Doc. 2012-9636 Filed 4-19-12; 8:45 am]
BILLING CODE 6560-50-P