The SEC’s regulatory agenda for spring 2022: Proposed rules


In June of 2022, the SEC released their Spring 2022 Unified Agenda of Regulatory and Deregulatory Actions – a list of more than 50 proposed regulation updates, both proposed and finalized.

With such a lengthy list, industry professionals would be wise to begin their appraisal of the rules as early as possible. Many of the rules are in their final stages of review, leading some to wonder if we’ll see official enactments by the end of the calendar year. For example, the Climate Rule’s adoption is expected as early as October.

While the exact schedule may shift, the list gives advisors a general guideline of when to expect certain regulatory updates, allowing them to plan ahead. To keep your firm up-to-date, see the full list of proposed rules below.

Proposed Rules

Here is a comprehensive list of all the proposed rules presented per the SEC’s Spring 2022 Regulatory Agenda. 

The information listed below is taken directly from the Office of Information and Regulatory Affairs’ Office of Management and Budget. Click here to find more information on each rule

Corporate Board Diversity

The Division is considering recommending that the Commission propose rule amendments to enhance registrant disclosures about the diversity of board members and nominees.

Disclosure of Payments by Resource Extraction Issuers

The Division is considering recommending that the Commission review the rules under section 1504 of the Dodd-Frank Act to determine if additional amendments might be appropriate.

Rule 144 Holding Period

The Division is considering recommending that the Commission repropose amendments to Rule 144, a non-exclusive safe harbor that permits the public resale of restricted or control securities if the conditions of the rule are met.

Human Capital Management Disclosure

The Division is considering recommending that the Commission propose rule amendments to enhance registrant disclosures regarding human capital management.

Special Purpose Acquisition Companies

The Division is considering recommending that the Commission propose rule amendments related to special purpose acquisition companies.

Rule 14a-8 Amendments

The Division is considering recommending that the Commission propose rule amendments regarding shareholder proposals under Rule 14a-8.

Regulation D and Form D Improvements

The Division is considering recommending that the Commission propose amendments to Regulation D, including updates to the accredited investor definition, and Form D to improve protections for investors. 

Revisions to the Definition of Securities Held of Record

The Division is considering recommending that the Commission propose amendments to the “held of record” definition for purposes of section 12(g) of the Exchange Act. 

Amendments to the Custody Rules for Investment Advisers

The Division is considering recommending that the Commission propose amendments to existing rules and/or propose new rules under the Investment Advisers Act of 1940 to improve and modernize the regulations around the custody of funds or investments of clients by Investment Advisers.

Amendments to Fund Names Rule

The Division is considering recommending that the Commission propose amendments to Investment Company Act rule 35d-1, which applies to names used by registered investment companies.

Third Party Service Providers

The Division is considering recommending that the Commission propose rules related to the role of certain third-party service providers and the implications for the asset management industry.

Rules Related to Investment Companies and Investment Advisers to Address Matters Relating to Environmental, Social and Governance Factors

The Division is considering recommending that the Commission propose requirements for investment companies and investment advisers related to environmental, social and governance (ESG) factors, including ESG claims and related disclosures.

Open-End Fund Liquidity and Dilution Management

The Division is considering recommending that the Commission propose changes to regulatory requirements relating to open-end fund’s liquidity and dilution management.  

Fund Fee Disclosure and Reform

The Division is considering recommending that the Commission propose changes to regulatory requirements relating to registered investment companies’ fees and fee disclosure.

Amendments to Form PF

The Division is considering recommending that the Commission propose further amendments to Form PF, the form on which advisers to private funds report certain information about private funds to the Commission, jointly with the CFTC.

Digital Engagement Practices for Investment Advisers

The Division of Investment Management is considering recommending that the Commission propose rules related to the use of predictive data analytics, differential marketing and behavioral prompts.

Clearing Agency Governance

The Commission proposed regulations to impose ownership and voting limits and governance arrangements applicable to clearing agencies to mitigate potential conflicts of interest that could exist to those entities. The proposed regulations related to the mitigation of conflicts of interest in security-based swap execution facilities have been merged into 3235-AK93.

Security-Based Swap Execution Facilities

The Division is considering recommending that the Commission propose rules regarding the registration and regulation of security-based swap execution facilities (SBSEFs), conflicts of interest in SBSEFs (as mandated by section 765 of the Dodd-Frank Act) and the cross-border aspects of security-based swap execution. 

Prohibition Against Conflicts of Interest Relating to Certain Securitizations

The Division is considering recommending that the Commission repropose a rule under the Securities Act to implement the prohibition under section 621 of the Dodd-Frank Act on material conflicts of interest in connection with certain securitizations.

Exchange-Traded Products

The Commission sought public input to evaluate the listing and trading of Exchange-Traded Products (ETPs) in the marketplace, assess the risks posed by ETPs with certain characteristics, and explore areas of focus in reviewing exchange proposals to list and trade new ETPs for consistency with the Exchange Act. The Division is considering appropriate next steps with respect to these issues.

Electronic Filing of Broker-Dealer, Clearing Agency, and Self-Regulatory Organization Security-Based Swap Entity Reports

The Division is considering recommending that the Commission propose rule amendments that would require the electronic submission to the Commission of certain filings by broker-dealers, security-based swap entities, self-regulatory organizations and clearing agencies.  Most of these reports are currently filed with the Commission in paper form. Merged with 3235-AM09. 

Equity Market Structure Modernization

The Division is considering recommending that the Commission propose rule amendments to modernize rules related to equity market competition and structure such as those relating to order routing, conflicts of interest, best execution, market concentration, pricing increments, transaction fees, core market data, and disclosure of order execution quality statistics.

Digital Engagement Practices for Broker-Dealers

The Division of Trading and Markets is considering recommending that the Commission propose rules related to use of predictive data analytics, differential marketing and behavioral prompts. 

Expanding Clearing of Government Securities

The Division is considering recommending that the Commission propose requirements for registered clearing agencies for government securities regarding the clearance of certain trades and repo transactions involving government securities.  

Cybersecurity

The Division is considering recommending that the Commission propose rules to address registrant cybersecurity risk and related disclosures, amendments to Regulation S-P and Regulation SCI, and other enhancements related to the cybersecurity and resiliency of certain Commission registrants.

Regulation ATS Modernization

The Division is considering recommending that the Commission propose amendments to Regulation ATS to modernize the conditions to the ATS exemption for all ATSs. This includes considering recommending that the Commission propose requirements to promote pre-trade price transparency across asset classes.

Narrowing Exemption for Certain Exchange Members

The Division is considering recommending amendments to Rule 15b9-1 to narrow the availability of the FINRA membership exemption for broker-dealer exchange members that trade proprietarily elsewhere than on an exchange of which they are a member.

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