In its fiscal year 2012 Agency Financial Report released last week, the Securities and Exchange Commission published its rulemaking agenda for 2013 under both the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and the Jumpstart Our Business Startups Act (JOBS Act) as follows:
- Propose and adopt rules to implement four executive compensation related provisions of the Dodd-Frank Act: new listing standards relating to specified “clawback” policies; disclosure requirements regarding performance-related executive compensation; executive pay ratios; and employee and director hedging. These rulemaking mandates did not have a statutory deadline under the Dodd-Frank Act;
- Finalize rules that disqualify securities offerings involving “bad actors” from relying on the safe harbor from registration provided by Rule 506 of Regulation D under the Securities Act of 1933 (the ‘33 Act); and
- Adopt rules to require many of the entities that the SEC regulates to establish programs to detect and respond to indications of identity thefts.
Under the mandates contained in the JOBS Act, the 2013 agenda includes adopting rules modifying the prohibition against general solicitation and general advertising in Rules 506 and 144A under the ‘33 Act (the SEC proposed these rules on August 29, as reported in a September 17, 2012 Katten Client Advisory) and implementing exemptions under the ‘33 Act for “crowd funding” offerings as well as modifying or adopting parallel provisions to Regulation A under the ‘33 Act to include offerings of up to $50 million.
The SEC did not provide a time frame within 2013 for the proposal and/or adoption of the above rules.