SEC Rulemaking and Guidance

SEC Staff Issues Tailored Shareholder Reports FAQs

The FAQ includes the staff’s views on a number of topics, including: use of broad-base indices, Form N-CSR and website availability requirements, binding shareholder reports of multiple funds, electronically provided shareholder reports and compliance date and inline XBRL issues.

The FAQ is available here.

Frequently Asked Questions on Form CRS (Updates)

In December, the staff of the Division of Investment Management and the Division of Trading and Markets provided additional responses to questions about Form CRS.

The responses to frequently asked questions on Form CRS are available here.

Adoption of Updated EDGAR Filer Manual

The SEC has adopted amendments to Volume II of the EDGAR Filer Manual and related rules and forms. EDGAR Release 23.4 was deployed in the EDGAR system on December 18, 2023 to account for rule changes, including public company cybersecurity incident disclosure, rule amendments modernizing beneficial ownership reporting, Investment Company Name Clarification, and removal of certain defunct and discontinued forms

The Final Rule of the Adoption of the Updated EDGAR Filer Manual is available here.

Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer Protection Rule With Respect to U.S. Treasury Securities

The SEC is adopting rules under the Securities Exchange Act of 1934 to amend the standards applicable to covered clearing agencies for U.S. Treasury securities. The amended standards require covered clearing agencies to have written policies and procedures that are reasonably designed to require every direct participant of the covered clearing agency submit for clearance and settlement all eligible secondary market transactions in U.S. Treasury securities to which it is a counterparty.

The announcement of the final rule is available here.

Update on Certain Pending Rulemakings

The SEC has a number of pending rulemakings that are due to be finalized in 2024, including these high-profile items.

*As of the date of this publication.

See the SEC and DOL Regulatory Flexibility Agenda for the latest status:

SEC Regulatory Flexibility Agenda

DOL Regulatory Flexibility Agenda

Other SEC Actions and Activity

SEC Approves Spot Bitcoin ETFs

The SEC’s Approval Order is available here.

Commissioner Mark Uyeda Sworn in for Second Term

On December 28, 2023 Mark T. Uyeda was sworn in for his second term as a Commissioner at the SEC. Commissioner Uyeda began his first term as an SEC Commissioner on June 30, 2022. In June 2023, President Joe Biden nominated Commissioner Uyeda for a term expiring in 2028, and the U.S. Senate confirmed Commissioner Uyeda on Dec. 20, 2023.

The press release is available here.

SEC Issues Staff Report on Accredited Investor Definition

On December 15, 2023, the SEC issued a staff report on the accredited investor definition: the Dodd-Frank directed the SEC to review the accredited investor definition as it relates to natural persons every four years to determine whether the definition should be modified or adjusted.

The press release is available here.

SEC Small Business Advocacy Office Delivers Report to Congress on Capital Raising from Startups to Small Public Companies

On December 14, 2023, the SEC Office of the Advocate for Small Business Capital Formation issued its 2023 Annual Report to Congress and the Commission; the report details how entrepreneurs and investors are building companies together, from startups to small public companies.

The press release is available here.

SEC Appoints Stacey Bowers as Small Business Advocate

On January 5, the SEC announced that University of Denver law professor Stacey Bowers has been named the new director of the SEC’s Office of the Advocate for Small Business Capital Formation (OASB). Ms. Bowers began her legal career as a staff attorney in the SEC’s Division of Corporation Finance before entering private practice to counsel public companies through initial public offerings and represent entrepreneurs seeking to raise capital to advance their businesses.

SEC.gov | SEC Appoints Stacey Bowers as Small Business Advocate

FINRA

The 2024 FINRA Annual Regulatory Oversight Report

On January 9, FINRA published their 2024 Annual Regulatory Oversight Report. The Report contains FINRA’s insight into findings from FINRA’s Member Supervision, Market Regulation and Enforcement programs. In addition to the normal topics covered, the Report includes new topics, including crypto assets; new topics within the Market Integrity section (e.g., OTC Quotations in Fixed Income Securities, Advertised Volume); information related to artificial intelligence’s potential impact on firms’ regulatory obligations; and guidance concerning firms’ supervision and retention of off-channel communications.

The 2024 Report is available here.

Regulatory Notice 23-21
FINRA Reminds Member Firms of Net Capital, Recordkeeping and Financial Reporting Requirements in Connection with Revenue Recognition Practices

On December 22, 2023, FINRA issued Regulatory Notice 23-21. Through its examinations of member firms, FINRA has observed instances of non-compliance with SEA Rule 15c3-1, SEA Rule 17a-3 and SEA Rule 17a-5 resulting from misapplication of the Financial Accounting Standards Board’s Accounting Standard Codification 606, Revenue from Contracts with Customers (“ASC 606”).

Regulatory Notice 23-21 is available here.

Regulatory Notice 23-20
FINRA Highlights Available Guidance and Resources Related to Regulation Best Interest

On December 5, 2023, FINRA issued Regulatory Notice 23-20. This Notice discusses the guidance and other resources available to assist members with their compliance efforts in connection with the SEC’s Regulation Best Interest.

Regulatory Notice 23-20 is available here.

Retirement

DOL Issues Joint Request for Information on Reporting and Disclosure Effectiveness For Retirement Plans

As required by the SECURE 2.0 Act, the DOL’s Employee Benefits Security Administration (EBSA), the Department of the Treasury, the IRS and the Pension Benefit Guaranty Corp. jointly announced a Request for Information (RFI) on the effectiveness of existing reporting and disclosure requirements for retirement plans. The report will include:

• Recommendations on consolidating, simplifying, standardizing, and improving such requirements with the dual goals of reducing compliance burdens and ensuring plan participants’ and beneficiaries’ timely receipt and better understanding of the information they need to monitor their plans, prepare for retirement, and get the benefits they have earned
• How participants and beneficiaries are providing preferred contact information, the methods by which plan sponsors and plans are furnishing disclosures, and the rate at which participants and beneficiaries are receiving, accessing, understanding, and retaining disclosures.

Responses to this RFI will inform the agencies in preparation of the required report to Congress (by December 29, 2025) and in any future action taken by the agencies to enhance the effectiveness of existing requirements.

Comment Date: 90-day period upon publication in the Federal Register.

The RFI is available here.

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