& Securities

We have been blogging the last few months about a flurry of significant SEC rule proposals. There has been much speculation regarding when the SEC would move to adopt these proposed rules, particularly those addressing climate change disclosure, and in what form the adopted rules would take. Late last week, the SEC issued an ambitious regulatory agenda, which provides a timeline for final action on various rulemaking adoptions (with climate change adoption slated for October 2022), as well as new proposed rules the SEC is planning. While the SEC does not always meet the timeline it sets for itself in its regulatory agenda, here are the dates for some noteworthy actions planned by the SEC.

2022 October

Action on Final Rules:

• Clawback Listing Standards
• Climate Change Disclosure
• Pay v. Performance Disclosure
• Proxy Voting Advice

Action to Propose Rules:

• Cybersecurity Rules and Amendments to Regulation S-P and Regulation SCI**
• Human Capital Disclosure
• Regulation D and Form D Improvements
• Rule 144 Holding Period
• Rule 14a-8

2023 April

Action on Final Rules:

• Cybersecurity Risk Governance
• Beneficial Ownership Reporting
• Rule 10b5-1 & Insider Trading
• Short Sale Disclosure

Action to Propose Rules:

• Corporate Board Diversity Disclosure
• Disclosure of Payments by Resource Extraction Issuers – Additional Amendments

**While the cybersecurity risk governance rules are slated for adoption in April 2023, as indicated above, the regulatory agenda also indicates that the SEC expects to propose cybersecurity rules in October 2022, 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 SEC registrants.

Oddly, the regulatory agenda includes an indication that there would be a notice of proposed rulemaking relating to special purpose acquisition companies (SPACs) in June 2022, which seems like it must be an error given that proposed rules for SPACs were already issued in March 2022. Otherwise, there is no indication when further action will be taken with respect to SPACs.

Notably, as discussed in Commissioner Peirce’s Statement, the timeline for rules addressing the proxy plumbing infrastructure is undetermined.

The full regulatory agenda can be found here. Click on the following for our prior alerts on the proposed rules regarding SPACs, Climate Change, Share Repurchases, Rule 10b5-1 and Greenwashing ESG Credentials. We will continue to provide updates and insight into the SEC rulemaking agenda.