SEC Rulemaking

SEC Adopts Amendments to Funds Name Rule

On September 20, 2023, the SEC announced amendments to the Investment Company Act “Names Rule,” which require additional funds to comply with the rule (e.g., ESG, value, and growth) and new requirements to comply with the 80% investment threshold (quarterly review with a 90-day period to get back into compliance), new prospectus disclosures and enhanced NPORT filing information, and customer disclosure (e.g., 60-day change notices).

• Compliance date is 24 months for large firms (no sooner than 2025) and 30 months for firms with less than $1 billion in net assets.
• The press release and adopting release are available here.

SEC Proposed Amendments to Streamline Registration of Registered Index Linked Annuities

On September 29, 2023, the SEC proposed amendments for registered index-linked annuities (RILA). “The proposed amendments would make the RILA offering process similar to other insurance investment products, enhance the information insurance companies disclose about RILAs, and would extend certain antifraud guidance to RILA advertisements.”

• Public comments will be due 30 days after publication in the Federal Register.
• The press release, proposing release and other materials are available here.

SEC Proposes Amendments to EDGAR Filer Access and Account Management

On September 13, 2023, the proposed amendments that would require EDGAR filers to authorize identified individuals who would be responsible for managing filers’ EDGAR accounts. In addition, individuals acting on behalf of filers on EDGAR would need individual account credentials to access those EDGAR accounts and make filings.

• Public comments will be due 60 days after publication in the Federal Register.
• The press release and proposed rule are available here.

Other SEC Actions

Small Business Capital Formation Advisory Committee – September Meeting

The SEC Small Business Capital Formation Advisory Committee met on September 19. Topics included a discussion of ways to invest in early-stage companies, as well as alternative funding options for small businesses.

• Meeting materials and webcast replay are available here.  

New Report and Recommendations from the SEC’s Small Business Forum 

On September 26, 2023, the SEC released a report to Congress summarizing policy recommendations to improve capital raising made during the 42^nd Annual Government-Business Forum on Small Business Capital Formation. The report provides a summary of the forum proceedings, including the recommendations developed by participants for changes to the capital raising framework and the Commission’s responses to those recommendations.

• The press release and report to Congress are available here.

SEC Sweep into Marketing Rule Violations

On September 11, 2023, the SEC announced charges against nine registered investment advisers for advertising hypothetical performance to the general public on their websites without adopting and/or implementing policies and procedures required by the Marketing Rule. 

• The press release and orders are available here.

SEC Issues New Strategic Plan for Diversity, Equity, Inclusion, and Accessibility

On September 18, 2023, the SEC announced the agency’s Diversity, Equity, Inclusion, and Accessibility (DEIA) Strategic Plan for fiscal years 2023–2026 that builds on and advances the SEC’s DEIA commitment and previous successes.

• The press release and Strategic Plan are available here.

SEC Fall 2023 investor Advisory Committee (IAC) Meeting & Recommendations

The IAC met on September 21, 2023, and held panel discussions on exempt offerings under Regulation D Rule 506, and accredited investors; and discussion and approval of recommendations regarding (1) human capital management disclosures, and (2) open-end fund liquidity risk management programs and swing pricing.

• Meeting materials, including the approved recommendations and webcast replay are available here.

Retirement

DoL Submits Proposed Fiduciary Rule to OMB

On September 8, 2023, the DoL submitted a proposed fiduciary rule, titled “Retirement Security” to the Office of Management and Budget (OMB). OMB will meet with stakeholders throughout October before taking action, at which point the DoL could then issue the rule proposal for public comment.

• The announcement is available here.

ERISA Council Announces Nominations for Vacancies

On September 6, 2023, the ERISA Advisory Council announced the vacancy of five positions at the end of 2023. The groups or fields they represent include: (1) Employee organizations; (2) employers; (3) the general public; (4) corporate trust; and (5) investment management.

• People or organizations that wish to apply must submit their nominations on or before October 23, 2023
• The announcement is available here.

FINRA

FINRA Cybersecurity Advisory - SEC Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies

The Cyber and Analytics Unit (CAU) within FINRA’s Member Supervision program is highlighting the new SEC rules on cybersecurity risk management, strategy, governance, and incident disclosure adopted on July 26, 2023. The final rules became effective on September 5, 2023.

• Guidance on Exchange Act Release No. 97989 is available here.

FINRA’s Blockchain Lab: Regulation and Innovation For The Future

On September 19, 2023, FINRA posted its third and final episode in its series covering its ongoing crypto asset regulatory work at FINRA's Blockchain Lab, which serves as a central point within FINRA for the development of blockchain-related regulatory initiatives.

• The Podcast is available here.

A Closer Look at Crypto: The Crucial Role of FINRA’s CAI Team

On September 5, 2023, FINRA posted the second episode of a three-part series about its crypto asset-related regulatory work, with participation from the FINRA Crypto Asset Investigations (CAI) Team.

• The Podcast is available here.

State Action

North American Securities Administrators Association (NASAA) Publishes Regulation Best Interest Examination Initiative Update and Issues Proposed Revisions to Its Broker-Dealer Conduct Model Rule

On September 5, 2023, NASAA issued a request for public comment in response to proposed revisions to its Dishonest or Unethical Business Practices of Broker-Dealers and Agents model.

• Comments are due on December 4, 2023.
• Request for public comment is available here.