The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and the Jumpstart Our Business Startups Act (JOBS Act). In setting its agenda, the SEC established target dates for taking various rulemaking actions, including setting an October 2015 target for taking the following measures to implement portions of the Dodd-Frank Act and the JOBS Act:
- adopting final rules regarding disclosure of CEO and employee pay ratios (the proposed rules for which were discussed previously in the Corporate Financial Weekly Digest edition of September 20, 2013);
- adopting final rules regarding the offer and sale of securities through crowdfunding;
- adopting final rules regarding amendments to Regulation D and Form D relating to Rule 506 offerings, including offerings in which issuers engage in general solicitation and general advertising under Rule 506(c);
- adopting final rules regarding small and additional issues exemptions under Section 3(b) of the Securities Act of 1933 (referred to as Regulation A+);
- proposing rules regarding incentive-based compensation clawbacks;
- proposing rules regarding disclosure of executive pay-for-performance; and
- proposing rules regarding disclosure of hedging transactions.
Historically, the SEC has not always met the target dates included in its rulemaking agenda, so the October 2015 target should be considered as a guideline rather than an absolute deadline. In that regard, some of the SEC’s rulemaking, including the rulemaking with respect to pay ratios, crowdfunding and Regulation A+, had previously been expected to be finalized this year.