With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top 12 Decision Points for EDGAR Next” that we’ve blogged about before:
- Shared officers and directors: As we’ve blogged about before, be aware that there may be situations where another company has enrolled one of your shared officers or directors without telling you and you have a filing to make and the CCC has been changed.
Whenever anyone handles an enrollment, they should change the CCC back to its original values as part of the enrollment so there is no scrambling to locate the updated CCC. - Smooth enrollment: The key to a smooth enrollment is coordination and communication – lots of it – amongst the legal department, Section 16 filers, the legal departments at the companies with which companies share directors and officers and the filing agents and applications used to make the various filings.
- How to use delegations: Each filer needs to understand what delegations are required to maintain a filing ability with the filing agent that handles their filings.
A few points here. First, talk to whomever is filing with the SEC on your behalf as each filing agent is handling delegations a bit differently. Second, don’t forget to add broker delegations for Form 144 filings. You’ll need to add the delegations for the company’s broker and to coordinate with your insiders to obtain delegations for their personal brokers. - Deciding whether to be an account administrator: We recommend a person at the company be an account administrator for each of the Section 16 filer’s accounts, even if an account administrator at one of the Section 16 filer’s other companies or an affiliated investment firm will be their primary SEC contact and handle their annual confirmations.
This will allow you to set up their account with all the delegations you need to file for them for your company rather than having to ask an account administrator at another company to handle that set up. - Being able to access EDGAR Next: EDGAR Next can only be accessed during normal EDGAR hours. That means you can’t work in dashboards or establish accounts during the weekends. Only 6 am to 10 pm ET on Monday through Friday. This is a particularly important point for those trying to access EDGAR Next from abroad.
Authored by
Broc Romanek