Securities Regulation Daily Wrap Up, REGULATION TRACKER—Upcoming SEC and CFTC comment deadlines and effective dates, (Nov 8, 2021)

By WK Editorial Staff

A table of proposed rule comment dates and final rule effective and compliance dates for SEC and CFTC rulemaking.

Recent SEC activity includes the following:

Performance-based fees. The SEC adopted amendments to the rule permitting investment advisers to charge performance-based fees to "qualified clients." The amendments to Investment Advisers Act Rule 205-3 replace specific dollar amount thresholds in the rule’s “qualified client” definition with references to the Commission’s “most recent order,” as defined by the amended rule, containing the specific dollar amount thresholds adjusted for inflation.

Electronic submissions. The SEC proposed rule amendments to convert the filing of certain applications, requests, and forms from paper to electronic submission. The proposed changes would require applications for orders under the Investment Advisers Act, confidential treatment requests on Form 13F and Form ADV-NR to be submitted electronically. Form ADV-NR would also be required to be submitted through the IARD system. The proposal would also amend Form 13F to require the provision by managers of additional identifying information.

EDGAR filing requirements. The SEC proposed rule and form amendments to update filing requirements under the EDGAR system. The proposed amendments would require the electronic filing or submission of: most of the documents that are currently permitted to be submitted electronically under Rule 101(b) of Regulation S-T, including filings on Form 6-K and filings made by multilateral development banks; "glossy" annual report to security holders and certain foreign language documents, if submitted, in PDF format; certifications made pursuant to Exchange Act Section 12(d) and Exchange Act Rule 12d1-3 that a security has been approved by an exchange for listing and registration; applications for orders under the Advisers Act; confidential treatment requests for Form 13F filings; and Form ADV-NR (through the IARD system). The proposed amendments would also mandate the use of Inline XBRL for the filing of the financial statements and accompanying notes to the financial statements required by Form 11-K and allow for the electronic submission in PDF format of certain foreign language documents.

Filing fee disclosure and payment. The SEC adopted amendments modernizing filing fee disclosure and payment methods. The amendments affect most fee-bearing forms, schedules, statements, and related rules to require each fee table and accompanying disclosure to include all required information for fee calculation in a structured format. The amendments also add the option for fee payment via Automated Clearing House and debit and credit cards and eliminate the option to pay via paper checks and money orders. With the amendments, filers will find filing fee information in a single location with a structured format that will allow for the quick identification and correction of errors while eliminating the need for filers to enter duplicate fee information in the header and the body of the filing, to avoid the possibility of inconsistent data entry.

Clawbacks. The SEC reopened the comment period for a proposal to implement the clawback provisions of Dodd-Frank Act Section 954. Release 33-9861, issued on July 1, 2015, proposed Rule 10D-1 to direct the national securities exchanges to adopt listing standards to require listed companies to implement policies for clawing back incentive-based compensation later found to have been awarded in error. The comment period, which ended on September 14, 2015, has been reopened to allow interested persons further opportunity to analyze and comment upon the proposed rules in light of developments since then.

Reporting of proxy votes. The SEC proposed amendments to Form N-PX to enhance reporting of proxy and executive compensation votes. Amendments to Form N-PX would require an institutional investment manager to report annually on the form how it voted proxies relating to executive compensation matters ("say-on-pay"), as required by Section 14A. Proposed new Exchange Act Rule 14Ad-1 would: require funds and managers to tie the description of each voting matter to the issuer’s form of proxy and to categorize each matter by type to help investors identify votes of interest and compare voting records; prescribe how funds and managers organize their reports and require them to use a structured data language to make the filings easier to analyze; and require funds and managers to disclose how their securities lending activity impacted their voting. The proposed reporting requirements for managers, if adopted, would complete implementation of Section 951 of the Dodd-Frank Act.

EDGAR filer access. The SEC has requested comment on potential technical changes to EDGAR filer access and filer account management. The potential changes under consideration would enhance the security of EDGAR, improve the ability of filers to securely maintain access to their accounts, facilitate the responsible management of filer credentials, and simplify procedures for accessing EDGAR. To that end, filers would obtain account credentials, such as usernames and passwords, to enable multifactor authentication. Filers would also designate a "filer administrator" to manage the permissions of the filer's individual users through a new filer management tool on EDGAR.

Please see the SEC Regulation Tracker for proposal comment deadlines and final rule compliance dates.

Recent CFTC activity includes the following:

Commodity broker bankruptcy. Final rule amendments comprehensively update regulations governing bankruptcy proceedings of commodity brokers to reflect current market practices and lessons learned from past commodity broker bankruptcies.

Please see the CFTC Regulation Tracker for proposal comment deadlines and final rule compliance dates.

RegulatoryActivity: BrokerDealers InvestmentAdvisers CommodityFutures ClearanceSettlement Derivatives ExchangesMarketRegulation PublicCompanyReportingDisclosure RiskManagement SECNewsSpeeches