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Broker-Dealer Annual Reports

The SEC’S Spring 2022 Flex Regulatory Agenda

On June 22, 2022, the SEC published its semiannual regulatory agenda and plans for rulemaking. The Unified Agenda of Regulatory and Deregulatory Actions contains the Regulatory Plans of 28 federal agencies and 68 federal agency regulatory agendas. As expected, the Spring 2022 Agenda (“Agenda”) met with criticism from Commissioner Hester M. Peirce. Commissioner Peirce rips the newest Agenda as being disconnected with the SEC’s core mission and as being focused on special interest groups instead of a broad range of market participants. I’ll include her comments throughout this blog. The Agenda is published twice a year, and for several years I have blogged about each publication.

The Agenda is broken down by (i) “Pre-rule Stage”; (ii) Proposed Rule Stage; (iii) Final Rule Stage; and (iv) Long-term Actions. The Proposed and Final Rule Stages are intended to be completed within the next 12 months and Long-term Actions are anything beyond that. The number of items to be completed in a

July 19, 2022

Climate Disclosure Rules

SEC Proposed Mandatory Climate Disclosure Rules – Part 8

The proposed rules are enormous in scope, complexity, and ramifications with a polarizing comment response largely along party lines. The comment period ended June 17, 2022, after a relatively short, but necessary extension by the SEC. Despite the controversy, there is no doubt that the rules, even if somewhat modified, will be passed and public companies need to start preparing now. The recently published Reg Flex Agenda indicates we should see final rules in October 2022. The rules will require compliance with extraordinarily granular

July 12, 2022

AICPA

SEC Proposed Mandatory Climate Disclosure Rules – Part 7

July 5, 2022

Auditor Role in ESG Disclosures

SEC Proposed Mandatory Climate Disclosure Rules – Part 6

The proposed rules are heady and complex (490-page rules release) presenting an enormous scope, complexity and ramifications. As such, like the SPAC rules, I am breaking down the proposal in detail in a series of blogs.

In the first blog in this series, I provided some background and an introduction to the rules (see HERE). The second provided a high-level summary of the proposed rules including the phase in compliance schedule (see HERE). The third blog in the series discussed the

June 28, 2022

Climate Disclosure Rules

SEC Proposed Mandatory Climate Disclosure Rules – Part 5

On March 21, 2022, the SEC proposed rules that would require publicly reporting companies to include certain climate-related disclosures in their registration statements and periodic reports. Among other information, the new disclosures would require information about greenhouse gas emissions (GHG), climate-related risks that are reasonably likely to have a material impact on a company’s business, results of operations, or financial condition, and certain climate-related financial statement metrics in a note to its audited financial statements. As a natural result of the new disclosure requirements, management of companies will be required to implement disclosure controls and procedures, including methodologies for identifying and assessing risks, and attest to their effectiveness.

June 21, 2022

Article 14 to Regulations S-X

SEC Proposed Mandatory Climate Disclosure Rules – Part 4

The proposed rules, which are heady and complex, initially only allotted for a 39-day comment period. Considering the size (490-page rules release), scope, complexity and ramifications, the marketplace pushed back on such a short window. On May 9, 2022, the SEC extended the comment period through June 17, 2022, and all aspects of the industry are weighing in. Other than the small but powerful group of environmental activists and institutional investors that influenced the proposed rule, the vast majority of the commenters believe the

June 14, 2022

Climate Disclosure Rules

SEC Proposed Mandatory Climate Disclosure Rules – Part 3

The proposed rules would include a phase-in period for all registrants, with the compliance date dependent on the registrant’s filer status, and an additional phase-in period for Scope 3 greenhouse gas emissions disclosure.

June 7, 2022

Article 14 to Regulation S-X

SEC Proposed Mandatory Climate Disclosure Rules – Part 2

In last week’s blog, I provided some background and

May 31, 2022

ESG Matters

SEC Proposed Mandatory Climate Disclosure Rules – Part 1

On March 21, 2022, the SEC proposed rules that would require publicly reporting companies to include certain climate related disclosures in their registration statements and periodic reports. Among other information, the new disclosures would require information about climate-related risks that are reasonably likely to have a material impact on a company’s business, results of operations, or financial condition, and certain climate-related financial statement metrics in a note to its audited financial statements.

The proposed rule changes would require a company to disclose information about (i) the company’s governance of climate-related risks and relevant risk management processes; (ii) how any climate-related risks identified by the company have had or are likely to have a material impact on its business and consolidated financial statements, including over the short, medium, or long term; (iii) how any identified climate-related risks have affected or are likely to affect the company’s strategy, business model, and outlook; and (iv) the impact of climate-related events (severe weather events

May 24, 2022

de-SPAC Transaction

SEC Proposes New Rules For SPACs – Part 6

On March 30, 2022, the SEC proposed rules related to SPAC and de-SPAC transactions including significantly enhanced disclosure obligations including related to financial projections, making a target company a co-registrant when a SPAC files an S-4 or F-4 registration statement associated with a business combination, and aligning de-SPAC transactions with initial public offering rules. In addition, the SEC has also proposed rules that would deem any business combination transaction involving a reporting shell company, including but not limited to a SPAC, to involve a sale of securities to the reporting shell company’s shareholders. The new rules would amend a number of financial statement requirements applicable to transactions involving shell companies.

In addition, the SEC has proposed a new safe harbor under the Investment Company Act of 1940 (‘40 Act’) that would provide that a SPAC that satisfies the conditions of the proposed rule would not be an investment company and therefore would not be subject to regulation under the

May 17, 2022

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The SEC’S Spring 2022 Flex Regulatory Agenda

SEC Proposes New Rules For SPACs – Part 6

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