On January 14, the Securities and Exchange Commission released a list of rules and forms scheduled for review by its staff during the next 12 months. Under the Regulatory Flexibility Act (RFA), independent agencies are required to review rules that have a significant economic impact upon a substantial number of small entities within 10 years of the publication of such rules as final rules. The idea is to determine whether the rules should continue without change, be amended, or be rescinded. Under the RFA, the criteria that must be addressed by the independent agency include the continued need for the rule; the nature of complaints or comments received concerning the rule; the complexity of the rule; and the degree to which technology, economic conditions or other factors have changed in the area affected by the rule. The SEC, in its January 14 release, notes that its list of rules to be reviewed is somewhat broader than that mandated by the RFA.
The list of rules to be reviewed by the staff of the SEC’s Division of Corporation Finance include its Plain English disclosure rules (adopted in 1998), Regulation S (offshore offerings, adopted in 1997), 1933 Act Rule 135e (offshore press conferences, adopted in 1997), Item 305 of Regulation S-K (quantitative and qualitative disclosures about market risk, adopted in 1997) and Exchange Act Rule 15c2-8 (requirements for brokers and dealers to deliver a prospectus, adopted in 1995).
Various rules originally recommended for adoption by the SEC’s Divisions of Investment Management and Trading and Markets as well as by the SEC’s Office of the Chief Accountant will also be reviewed over the next 12 months.
The SEC has requested comments on this review agenda, due 30 days after publication in the Federal Register, particularly as to whether the rules to be reviewed affect small business in new or different ways than when they were first adopted.