If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come. Corp Fin Director Jim Moloney delivered this speech at Northwestern’s recent “Securities Regulation Institute” highlighting the actions that Corp Fin is planning – and indicating that what’s coming “will be the equivalent of a series of blockbuster movies.”
Here’s a summary of Jim’s speech:
1. Rulemaking priorities under Chairman Atkins – Corp Fin is advancing key rulemakings: crypto asset reform, implementing the Holding Foreign Insiders Accountable Act (HFIAA) for Section 16 reporting by Foreign Private Issuers, exploring semi-annual reporting options, and reducing disclosure burdens under Regulation S-K.
2. Crypto asset initiatives – Staff is preparing interpretive guidance on a clear crypto taxonomy and a proposed regulatory framework for crypto assets that are “securities,” building on “Project Crypto.” Corp Fin will continue to provide guidance and monitor innovation in the space.
3. Modernizing Regulation S-K project – In the aftermath of Chairman Atkins’ call for public comment, Corp Fin is reviewing Regulation S-K to focus disclosure on material information and reduce immaterial requirements. Stakeholders are encouraged to submit concrete recommendations and data for the Staff to consider.
4. Upcoming “Semi-Annual Reporting” proposal – Corp Fin plans to propose rulemaking on transitioning from quarterly to semi-annual reporting, considering potential impacts and soliciting market input.
5. FPI rule changes implementation – Work is underway to meet the March 18th HFIAA deadline for Section 16 compliance by FPIs; Corp Fin is also considering potential foreign law exemptions and broader concept release comments.
6. Processing responses to concept releases – Corp Fin is reviewing comments on concept releases related to Foreign Private Issuer eligibility and mortgage- and asset-backed securities disclosures ahead of possible formal proposals.
7. Continued Staff guidance available – Even amid developing the upcoming rulemakings, Corp Fin will issue interpretive guidance and no-action letters – recent topics tackled include tender offers, proxy solicitations, broker searches, crypto assets, and Section 13(d) group formation to help market participants navigate current rules.
8. Disclosure review operations working to catch up after shutdown – Corp Fin’s Disclosure Review Program is handling a high volume of filings post-government shutdown, with improvements in timelines and guidance to help issuers with getting their deals done and working through the comment letter process.
9. Shareholder proposal process this season – Corp Fin’s Shareholder Proposals Task Force pause has led to questions; Corp Fin is engaging with stakeholders and preparing recommendations for a future shareholder proposal modernization rule.
10. “Open door” regulatory engagement – Jim emphasized an “open-door” policy, inviting companies, investors, and other participants to offer ideas, data and solutions as Corp Fin works to streamline rules and support public markets.
Authored by
Broc Romanek