In his testimony today in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities. Chair Clayton reviewed some numbers—based on the SEC’s Regulatory Flexibility Agenda, Clayton noted that in 2018, the SEC advanced 23 of the 26 rules in the near-term agenda, and for 2019, the SEC to date has advanced 34 of the 39 rulemakings on the agenda. Among the rulemaking initiatives highlighted in the prepared testimony, Clayton pointed to Regulation Best Interest, the Form CRS requirement, and the interpretations under the Advisers Act. Clayton noted that the SEC had formed an inter-divisional Standards of Conduct Implementation Committee, which is providing market participants with guidance on implementation and compliance with the requirements. Clayton also pointed to proxy process and proxy adviser related initiatives, including the SEC’s guidance to assist investment advisers in establishing and fulfilling their proxy voting responsibilities, the interpretation that proxy voting advice provided by proxy voting advice businesses generally constitutes a “solicitation” under the federal proxy rules and provided related guidance about the application of the proxy antifraud rule to proxy voting advice, proposed amendments to the rules governing proxy solicitations, and proposed amendments to modernize the rule that governs the process for shareholder proposals to be included in the company’s proxy statement. With respect to capital formation, Clayton highlighted the expansion of the test-the-waters accommodation, proposed amendments to the “accelerated filer” and “large accelerated filer” definitions, and various disclosure effectiveness initiative related proposals.
Clayton noted that there would be additional disclosure effectiveness proposals coming. For example, he referenced the SEC’s request for comment on earnings releases and quarterly reports. Clayton stated that the SEC will soon consider recommendations to amend the accredited investor definition, amendments to Rule 701 and Form S-8, and, in 2020, amendments to the securities rules to modernize the offering and communications framework for business development companies and closed end funds. The prepared testimony is available here.