Electronic Delivery of Information Under the Federal Securities Laws
Summary
SIFMA 1 and its Asset Management Group (“AMG”) 2 (together, “SIFMA”) provided comments to the U.S. Securities and Exchange Commission (SEC) on proposed Regulation E-Delivery (“Regulation E-Delivery” or the “Proposed Rule”). 3
Excerpt
The Proposed Rule would permit covered entities to deliver covered information to covered recipients electronically without requiring firms to obtain affirmative consent. This would be a significant improvement over the SEC’s long-outdated electronic delivery guidance. SIFMA agrees that it is time to modernize delivery of required disclosures by allowing firms to make electronic delivery the default method for delivery. Indeed, SIFMA submitted a letter to SEC Chairman Atkins in September 2025 requesting that the SEC take the steps necessary to bring about this change (the “SIFMA Request”). 4
While the Proposed Rule reflects a number of the key principles set out in the SIFMA Request, the Proposed Rule, including the requests for comment set out therein, raises a number of issues of concern to our members. In light of that, we respectfully offer our comments and recommendations regarding the Proposed Rule for the Commission’s consideration.
I. Executive Summary
SIFMA supports the SEC’s proposal to modernize the electronic delivery framework through Regulation E-Delivery. SIFMA’s key comments are as follows:
- SIFMA supports the SEC’s proposal to permit covered entities to make electronic delivery the default method for delivering covered information. This will result in significant benefits for covered recipients who increasingly prefer to access information electronically and substantial cost savings for covered entities and covered recipients.
- SIFMA supports the SEC’s proposal to exempt the delivery of covered information under Regulation E-Delivery from the consumer consent requirements of the Electronic Signatures in Global and National Commerce Act (“E-Sign”).
- The SEC should seek to avoid imposing new implementation or ongoing compliance costs that could reduce the investor benefits and cost savings expected from electronic delivery.
- SIFMA supports the scope of Regulation E-Delivery, including the definitions of “covered information,” “covered entity,” and “covered recipient,” with certain recommended refinements. In particular, the SEC should expand the definition of “covered information” to include information delivered pursuant to self-regulatory organization (“SRO”) delivery requirements to ensure consistent requirements. SIFMA encourages the SEC to confirm that the term “similar recipient of information” as used in the definition of “covered information” is intended to include legal representatives and former customers.
- SIFMA supports the proposed definition of “electronic address” as consistent with SIFMA’s prior request to enable various electronic delivery methods. Consistent with Regulation E-Delivery as proposed, the SEC should not require read receipts or confirmation of website access.
- SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s one million employees, we advocate on legislation, regulation and business policy affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (“GFMA”).
- SIFMA AMG brings the asset management community together to provide views on U.S. and global policy and to create industry best practices. SIFMA AMG’s members represent U.S. and global asset management firms that manage more than 50% of global AUM. The clients of SIFMA AMG member firms include, among others, tens of millions of individual investors, registered investment companies, endowments, public and private pension funds, UCITS and private funds such as hedge funds and private equity funds. For more information, visit http://www.sifma.org/amg.
- See Electronic Delivery of Information Under the Federal Securities Laws, 91 Fed. Reg. 45884 (the “Proposing Release”).
- See Letter from Kenneth E. Bentsen, Jr., President & CEO, SIFMA to Paul Atkins, Chairman, SEC (Sept. 15, 2025), available here.