On June 12, 2025, the SEC withdrew fourteen (14) rule proposals, backtracking many Biden-era regulations including several in the environmental, social and governance (ESG) arena. This move clears the slate for what should be a very different spring regulatory agenda, expected to be published in early July. Each of these rules were discussed to some extent in my last Regulatory Agenda update – which can be reviewed here – HERE.
Withdrawn Rule Proposals
Shareholder Proposals – Rule 14a-8
The SEC has withdrawn certain proposed amendments Exchange Act Rule 14a-8. The withdrawn rule proposal was first published in July 2022. Rule 14a-8 allows a qualifying shareholder to submit proposals that, subject to substantive and procedural requirements, must be included in the company’s proxy materials for annual and special meetings, and provides a method for companies to either accept or attempt to exclude such proposals. The rule has been subject to many changes, including via updated Staff Legal Bulletins, over the years. In February 2025, SEC issued Staff Legal Bulletin 14M withdrawing prior staff legal bulletins on the same subject. For more information on Rule 14a-8 and Staff Legal Bulletin 14M, see HERE.
The withdrawn rule proposals would have narrowed three of the exclusions that a company can rely upon to exclude shareholder proposals from its proxy statement including: (i) substantial implementation – i.e., the elements of the proposal have already been substantially implemented; (ii) duplication – the proposal substantially duplicates another proposal already submitted for the same meeting; and (iii) resubmission – the proposal substantially duplicates another proposal previously submitted for the same company in the preceding five calendar years. For a review of the withdrawn rule proposal see HERE
Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisors
The SEC has withdrawn certain proposed amendments related to the use of predictive data by broker-dealers and investment advisors. The withdrawn rule proposal was first published in July 2023. The proposed rules related to broker-dealer and investment advisor conflicts in the use of predictive data analytics, artificial intelligence, machine learning, and similar technologies in connection with investor interactions. Concerns over the use of artificial intelligence in making investment decisions and providing investment advice have been discussed for years, including during the first Trump administration. The withdrawal likely reflects advanced technological knowledge as much as a change in priorities over the years.
Safeguarding Advisory Client Assets
The SEC has withdrawn two proposed rules related to safeguarding advisory client assets, one issued in February 2023 and the other in August 2023.
Cybersecurity Risk Management for Investment Advisors, et al
The SEC has withdrawn two proposed rules relating to cybersecurity risk management for investment advisors, registered investment companies and business development companies. The proposed rules were issued in February 2022 and March 2023. The proposed rules would require advanced written cybersecurity policies and procedures as well as risk disclosures, and incident reporting.
Enhanced Disclosure by Investment Advisors and Companies about ESG
The SEC has withdrawn a proposed rule relating to enhanced disclosures by certain investment advisors and investment companies about environmental, social and governance investment practices. The proposed rule was issued in May 2022 with a later technical correction in October 2022. The proposed rules would have required enhanced disclosures related to ESG investment practices.
Outsourcing by Investment Advisors
The SEC has withdrawn a proposed rule relating to the outsourcing of certain functions by investment advisors. The proposed rule was published in October 2022. The rule would have required advisers to conduct due diligence prior to engaging a service provider to perform certain services or functions and to periodically monitor the performance and reassess the retention of these service providers.
Prohibition Against Fraud and Manipulation in Security Swaps
The SEC has withdrawn a rule relating to the prohibition against fraud, manipulation, and deception in connection with security-based swaps as well as the prohibition against undue influence over Chief Compliance Officers. The final rule was published in June 2023 with several prior proposed versions published beginning in November 2010.
Volume Based Exchange Transaction Pricing for NMS Stocks
The SEC has withdrawn a rule relating to volume-based exchange transaction pricing for NMS Stocks (payment for order flow). The proposed rule was published in October 2023. For more on payment for order flow see HERE.
Regulation Best Execution
The SEC has withdrawn a proposed rule related to obtaining the best execution of customer orders. The proposed rule was published in December 2022. The proposed rule would require detailed policies and procedures for all broker-dealers and more robust policies and procedures for broker-dealers engaging in certain conflicted transactions with retail customers.
Order Competition Rule
The SEC has withdrawn a proposed rule related to order competition. The proposed rule was published in December 2022. The proposed rule would have prohibited a restricted competition trading center from internally executing certain orders of individual investors at a price unless the orders are first exposed to competition at that price in a qualified auction operated by an open competition trading center.
Regulatory and Systems Compliance and Integrity
The SEC has withdrawn a proposed rule related to Regulation Systems Compliance and Integrity (Regulation SCI). The proposed rule was published in March 2023. For more on Regulation SCI see HERE
Cybersecurity Risk Management
The SEC has withdrawn a proposed rule related to cybersecurity risk management for broker-dealers, clearing agencies, major security-based swap participants, the Municipal Securities Rulemaking Board, national securities associations, national securities exchanges, security-based swap data repositories, security-based swap dealers, and transfer agents. The proposed rule was published in April 2023.
Amendments to Definition of “Exchange”
The SEC has withdrawn a proposed rule related amendments to Exchange Act Rule 3b-16 defining an “exchange.” The proposed rule was published in April 2023.
Amendment to Consolidated Audit Trail
The SEC has withdrawn a proposed rule amending the National Market System Plan governing the consolidated audit trail. The proposed rule was published in August 2020.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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