SEC guidance re adjustments to EDGAR filings
By Cydney Posner
The SEC has posted helpful (sort of) guidance regarding the process for making changes to EDGAR filings, including filing date adjustments, error corrections, withdrawals, deletions and hardship exemptions.
In all cases, the filer needs to have a very good reason for making the request, and the SEC is mingy, to say the least, in permitting most adjustments. According to the guidance, Corp Fin generally does not delete filings or correct errors in EDGAR filings and will consider making deletions or adjustments for errors in filings only in rare circumstances (for example, rumor has it, the inappropriate inclusion of personal data that could jeopardize the security of an individual). Filing date adjustments appear to be more acceptable in the event of technical glitches. Although requirements vary depending upon the request, generally, the filer (not a third party, such as a filing agent) must submit a written request, via an EDGAR CORRESP submission, addressed to the Chief, Office of Information Technology, Corp Fin, under the company’s CIK, signed by the filer or an authorized legal representative of the filer. The request must include a detailed description of the technical or other difficulties leading to the late filing or other problem, a description of the harm the company will suffer if the adjustment is not made, an affirmative request pursuant to Rule 13(b) of Reg S-T to make the adjustment and copies of relevant emails (for example, filing attempts that demonstrate good faith efforts to timely file). Filers wishing to discuss a request for an adjustment prior to submitting it on EDGAR may call 202-551-3600.
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