Electronic Submission of Certain Material – SBSD CCO ACR Requirements
Summary
SIFMA provided comments to the U.S. Securities and Exchange Commission (SEC) regarding critical concerns about certain requirements included in the Electronic Submission of Certain Material Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report.
Excerpt
The Securities Industry and Financial Markets Association 1 (“SIFMA”) is writing to highlight critical concerns about certain requirements included in the U.S. Securities and Exchange Commission’s (“SEC” or Commission”) Electronic Submission of Certain Material Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report (“Final Rule”). 2 We are taking the opportunity to comment in response to Staff’s request for feedback on a draft taxonomy related to the submission of securities-based swap dealer (“SBSD”) chief compliance officer annual compliance reports (“CCO ACR”) 3 to highlight significant shortcomings in the Final Rule specific to the CCO ACR, but have critical concerns with other requirements, which we look forward to discussing with staff and the Commission in due course.
Background
In early 2023 the Commission approved a proposed rulemaking covering a very broad number of different types of forms, filings and submissions that are required to be filed with or submitted to the Commission under the Securities and Exchange Act of 1934 and related rules and regulations thereunder (“Proposed Rule”). 4 Among many proposed requirements, the Proposed Rule would require the electronic filing or submission on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, using structured data for certain materials, framed as part of the Commission’s effort to modernize its information collection and analysis methods.
In our comment letter submitted on May 22, 2023, 5 SIFMA expressed its support for modernizing the document submission process for broker-dealers, OTC derivatives dealers and SBSDs, and improving the utility and functionality of the forms and their data for the Commission, market participants, and dealers. These included, for example, updates to FOCUS reports which had been the subject of significant and productive discussions between staff and industry aimed at achieving the shared goal of improving functionality and utility of forms and their data.
At the same time, however, we noted strong concern with several requirements (e.g., structured data language for unstructured documents) that would impose significant costs and burdens on market participants without providing a clear benefit. Further, we described many cases where there are mechanisms to achieve the Commission’s objectives that would be substantially less costly and burdensome for firms than those proposed. In addition, some aspects of the Proposed Rule, such as the requirement to submit fillable web forms on EDGAR in lieu of PDFs, would undermine the Proposed Rule’s goals by introducing inefficiencies and opportunities for human error.
On December 16, 2024, the Commission approved, three vote to two, the Final Rule, retaining most of requirements we urged the Commission to reconsider. The two dissenting Commissioners in their December 16 statement pointed out one of the key themes we raised – that imposing structured data requirements without considering rapid technological advancement runs counter to the stated Commission objectives. 6
- 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). For more information, visit http://www.sifma.org.
- See Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report, 90 FR 7250 (Jan. 21, 2025).
- See Draft of Updated 2026 Security-Based Swaps (SBS) Taxonomy (Dec. 18, 2025).
- See Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report, 88 FR 23920 (Apr. 18, 2023).
- SIFMA letter in response to the Proposed Rule (May 22, 2023), https://www.sifma.org/wp-content/uploads/2023/05/Electronic-Submission-of-Certain-Materials-Under-the-Securities-Exchange-Act-of-1934.pdf (“SIFMA Letter”).
- See Commissioner Hester M. Peirce and Commission Mark T. Uyeda, Dissenting Statement on Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934 and Amendments Regarding the FOCUS Report (Dec. 16, 2024).