The Securities and Exchange Commission (SEC) has outlined its regulatory agenda for the coming months and at the top of the list are exempt securities that include Reg D and perhaps other exemptions such as Reg CF and Reg A+. Of note, is that the accredited investor definition may receive a change as well.
In a statement published on Friday, SEC Chairman Gary Gensler stated:
“To meet our mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation, the SEC has a lot of regulatory work ahead of us. I look forward to collaborating with my fellow commissioners and the dedicated staff to propose and finalize rules that will strengthen our markets, increase transparency, and safeguard investors.”
The list includes both short and long-term regulatory actions that administrative agencies plan to take.
Exempt offerings will garner additional scrutiny. According to the abstract:
“The Division [of Corporate Finance] is considering recommending that the Commission seek public comment on ways to further update the Commission’s rules related to exempt offerings to more effectively promote investor protection, including updating the financial thresholds in the accredited investor definition, ensuring appropriate access to and enhancing the information available regarding Regulation D offerings, and amendments related to the integration framework for registered and exempt offerings.”
Reg D is the top securities exemption when it comes to early-stage ventures raising growth capital. The top two iterations are Reg D 506b and Reg D 506c – with the latter allowing for general solicitation or online capital formation (crowdfunding). Any changes made could impact access to capital for promising young firms as the exemption in its current iteration has been highly effective.
The definition of an accredited investor has long been criticized by many Fintech industry insiders as too restrictive, denying opportunity to all investors. Yet there are some policymakers that believe the current wealth metrics need to be made more stringent, thus limiting access to investors even more. It is not immediately clear, what exactly, the commission has in store for any change.
Another regulatory area of note is the topic of “Gamification” something some digital investment platforms, such as Robinhood, have received criticism and encouraging trading – perhaps to the detriment of investors.
The abstract states:
“The Division [of Trading and Markets] is considering recommending that the Commission seek public comment on potential rules related to gamification, behavioral prompts, predictive analytics, and differential marketing.”
Special Purpose Acquisition Companies (SPACs), or blank check firms, have made the list as well as this sector of finance has boomed in the past year. As SPACs have increased, both regulators and elected officials have focused more of their attention on the method of taking a private firm public.
The SEC says:
“The Division [of Corporate Finance] is considering recommending that the Commission propose rule amendments related to special purpose acquisition companies.”
While any outcome is pure speculation at this time, the progress made during the last administration in areas such as access to capital and improvements to the exempt securities ecosystem could be at risk. Time will tell.
SEC Commissioner Hester Peirce, an individual well known for her support of innovation and smaller firms, Tweeted that the list may not be her “ideal list” but she is ready to work with her peers on the Commission.
Here’s what’s on our regulatory agenda. Needless to say, it’s not my ideal list, but I’m nevertheless looking forward to working with my colleagues to produce the best rules possible: https://t.co/BuXsxkwsg7
— Hester Peirce (@HesterPeirce) June 11, 2021
There is plenty more on the SEC regulatory agenda.
The list is below or may be accessed here.
- SEC Prerule Stage Exempt Offerings 3235-AM85
- SEC Prerule Stage Third Party Service Providers 3235-AM95
- SEC Prerule Stage Prohibition Against Fraud, Manipulation, and Deception in Connection With Security-Based Swaps 3235-AK77
- SEC Prerule Stage Gamification 3235-AN00
- SEC Proposed Rule Stage Listing Standards for Recovery of Erroneously Awarded Compensation 3235-AK99
- SEC Proposed Rule Stage Corporate Board Diversity 3235-AL91
- SEC Proposed Rule Stage Disclosure of Payments by Resource Extraction Issuers 3235-AM06
- SEC Proposed Rule Stage Mandated Electronic Filings 3235-AM15
- SEC Proposed Rule Stage Rule 10b5-1 3235-AM86
- SEC Proposed Rule Stage Climate Change Disclosure 3235-AM87
- SEC Proposed Rule Stage Human Capital Management Disclosure 3235-AM88
- SEC Proposed Rule Stage Cybersecurity Risk Governance 3235-AM89
- SEC Proposed Rule Stage Special Purpose Acquisition Companies 3235-AM90
- SEC Proposed Rule Stage Rule 14a-8 Amendments 3235-AM91
- SEC Proposed Rule Stage Proxy Voting Advice 3235-AM92
- SEC Proposed Rule Stage Disclosure Regarding Beneficial Ownership and Swaps 3235-AM93
- SEC Proposed Rule Stage Share Repurchase Disclosure Modernization 3235-AM94
- SEC Proposed Rule Stage Reporting of Proxy Votes on Executive Compensation and Other Matters 3235-AK67
- SEC Proposed Rule Stage Amendments to the Custody Rules for Investment Advisers 3235-AM32
- SEC Proposed Rule Stage Amendments to Rule 17a-7 Under the Investment Company Act 3235-AM69
- SEC Proposed Rule Stage Amendments to Form PF 3235-AM75
- SEC Proposed Rule Stage Money Market Fund Reforms 3235-AM80
- SEC Proposed Rule Stage Rules Related to Investment Companies and Investment Advisers to Address Matters Relating to Environmental, Social and Governance Factors 3235-AM96
- SEC Proposed Rule Stage Electronic Submission of Applications for Orders Under the Advisers Act, Confidential Treatment Requests for Filings on Form 13F, and ADV-NR 3235-AM97
- SEC Proposed Rule Stage Open-End Fund Liquidity and Dilution Management 3235-AM98
- SEC Proposed Rule Stage Registration and Regulation of Security-Based Swap Execution Facilities 3235-AK93
- SEC Proposed Rule Stage Prohibition Against Conflicts of Interest Relating to Certain Securitizations 3235-AL04
- SEC Proposed Rule Stage Incentive-Based Compensation Arrangements 3235-AL06
- SEC Proposed Rule Stage Broker-Dealer Liquidity Stress Testing, Early Warning, and Account Transfer Requirements 3235-AL50
- SEC Proposed Rule Stage Transfer Agents 3235-AL55
- SEC Proposed Rule Stage Electronic Filing of Broker-Dealer Reports 3235-AL85
- SEC Proposed Rule Stage Electronic Filing of Form 1 and Form 1 Amendments; Form 19b-4(e) 3235-AM09
- SEC Proposed Rule Stage Short Sale Disclosure Reforms 3235-AM34
- SEC Proposed Rule Stage Market Structure Modernization 3235-AM57
- SEC Proposed Rule Stage Portfolio Margining of Uncleared Swaps and Non-Cleared Security Based Swaps 3235-AM64
- SEC Proposed Rule Stage Records to be Preserved by Certain Exchange Members, Brokers and Dealers 3235-AM76
- SEC Proposed Rule Stage Trading Prohibitions Under the Holding Foreign Companies Accountable Act and Enhanced Listing Standards 3235-AM81
- SEC Proposed Rule Stage Loan or Borrowing of Securities 3235-AN01
- SEC Proposed Rule Stage Amendments to the Securities Transaction Settlement Cycle 3235-AN02
- SEC Proposed Rule Stage Amendments to the Commission’s Whistleblower Program Rules 3235-AN03
- SEC Final Rule Stage Pay Versus Performance 3235-AL00
- SEC Final Rule Stage Universal Proxy 3235-AL84
- SEC Final Rule Stage Filing Fee Disclosure and Payment Methods Modernization 3235-AL96
- SEC Final Rule Stage Rule 144 Holding Period and Form 144 Filings 3235-AM78
- SEC Final Rule Stage Tailored Shareholder Reports, Treatment of Annual Prospectus Updates for Existing Investors, and Improved Fee and Risk Disclosure for Mutual Funds and ETFs; Fee Information in Investment Company Ads 3235-AM52
- SEC Final Rule Stage Exemption from the Definition of “Clearing Agency” for Certain Activities of Security-Based Swap Dealers and Security-Based Swap Execution Facilities 3235-AK74
- SEC Final Rule Stage Establishing the Form and Manner With Which Security-Based Swap Data Repositories Must Make Security-Based Swap Data Available to the Commission 3235-AL72
- SEC Final Rule Stage Regulation ATS for ATSs That Trade U.S. Government Securities 3235-AM45
- SEC Final Rule Stage Amendments to NMS Plan for the Consolidated Audit Trail-Data Security 3235-AM62