Proposed Rule2022-13410
List of Rules To Be Reviewed Pursuant to the Regulatory Flexibility Act
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Published
June 24, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission is publishing a list of rules to be reviewed pursuant to Section 610 of the Regulatory Flexibility Act. The list is published to provide the public with notice that these rules are scheduled for review by the agency and to invite public comment on whether the rules should be continued without change, or should be amended or rescinded to minimize any significant economic impact of the rules upon a substantial number of small entities.
Full Text
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<title>Federal Register, Volume 87 Issue 121 (Friday, June 24, 2022)</title>
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[Federal Register Volume 87, Number 121 (Friday, June 24, 2022)]
[Proposed Rules]
[Pages 37772-37773]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-13410]
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Proposed Rules
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.
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Federal Register / Vol. 87, No. 121 / Friday, June 24, 2022 /
Proposed Rules
[[Page 37772]]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Chapter II
[Release Nos. 33-11073; 34-95122; IC-34619; File No. S7-19-22]
List of Rules To Be Reviewed Pursuant to the Regulatory
Flexibility Act
AGENCY: Securities and Exchange Commission.
ACTION: Publication of list of rules scheduled for review.
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SUMMARY: The Securities and Exchange Commission is publishing a list of
rules to be reviewed pursuant to Section 610 of the Regulatory
Flexibility Act. The list is published to provide the public with
notice that these rules are scheduled for review by the agency and to
invite public comment on whether the rules should be continued without
change, or should be amended or rescinded to minimize any significant
economic impact of the rules upon a substantial number of small
entities.
DATES: Comments should be submitted by August 23, 2022.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/submitcomments.htm">https://www.sec.gov/rules/submitcomments.htm</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#90e2e5fcf5bdf3fffdfdf5fee4e3d0e3f5f3bef7ffe6"><span class="__cf_email__" data-cfemail="552720393078363a3838303b2126152630367b323a23">[email protected]</span></a>. Please include
File Number S7-19-22 on the subject line.
Paper Comments
<bullet> Send paper comments to Vanessa A. Countryman, Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-1090.
All submissions should refer to File Number S7-19-22. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method of submission. The Commission will post all
comments on the Commission's website (<a href="https://www.sec.gov/rules/other.shtml">https://www.sec.gov/rules/other.shtml</a>). Comments are also available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of 10
a.m. and 3 p.m. Operating conditions may limit access to the
Commission's Public Reference Room.
All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: Leila Bham, Senior Special Counsel,
Office of the General Counsel, 202-551-5532.
SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''),
codified at 5 U.S.C. 601-612, requires an agency to review its rules
that have a significant economic impact upon a substantial number of
small entities within ten years of the publication of such rules as
final rules. 5 U.S.C. 610(a). The purpose of the review is ``to
determine whether such rules should be continued without change, or
should be amended or rescinded . . . to minimize any significant
economic impact of the rules upon a substantial number of such small
entities.'' 5 U.S.C. 610(a). The RFA sets forth specific considerations
that must be addressed in the review of each rule:
<bullet> the continued need for the rule;
<bullet> the nature of complaints or comments received concerning
the rule from the public;
<bullet> the complexity of the rule;
<bullet> the extent to which the rule overlaps, duplicates or
conflicts with other federal rules, and, to the extent feasible, with
state and local governmental rules; and
<bullet> the length of time since the rule has been evaluated or
the degree to which technology, economic conditions, or other factors
have changed in the area affected by the rule. 5 U.S.C. 610(b).
The list below includes rules adopted in 2012 that may have a
significant economic impact on a substantial number of small entities
(but excludes rules that have been substantially changed since
adoption, rules that are minor amendments to previously adopted rules,
and rules that are ministerial, procedural, or technical in nature).
Where the Commission has previously made a determination of a rule's
impact on small businesses, the determination is noted on the list.
The Commission particularly solicits public comment on whether the
rules listed below affect small businesses in new or different ways
than when they were first adopted. The rules and forms listed below are
scheduled for review by staff of the Commission.
Title: Purchase of Certain Debt Securities by Business and
Industrial Development Companies Relying on an Investment Company Act
Exemption.
Citation: 17 CFR 270.6a-5.
Authority: 15 U.S.C. 80a-6(a)(5)(A)(iv)(I) and 15 U.S.C. 80a-37(a).
Description: The Commission adopted a new rule to establish a
standard of credit-worthiness in place of a statutory reference to
credit ratings that the Dodd-Frank Wall Street Reform and Consumer
Protection Act (``Dodd-Frank Act'') removed. The rule established the
standard of credit quality that must be met by certain debt securities
purchased by business and industrial development companies that rely on
an exemption from the Investment Company Act of 1940.
Prior RFA Analysis: When the Commission adopted this rule on
November 19, 2012, it published a Final Regulatory Flexibility Analysis
in the adopting release, Release No. IC-30268, available at: <a href="https://www.federalregister.gov/documents/2012/11/23/2012-28456/purchase-of-certain-debt-securities-by-business-and-industrial-development-companies-relying-on-an">https://www.federalregister.gov/documents/2012/11/23/2012-28456/purchase-of-certain-debt-securities-by-business-and-industrial-development-companies-relying-on-an</a>. The Commission received no comments on its
Initial Regulatory Flexibility Analysis published in the proposing
release, Release No. IC-29592 (March 3, 2011), available at: <a href="https://www.federalregister.gov/documents/2011/03/09/2011-5184/references-to-credit-ratings-in-certain-investment-company-act-rules-and-forms">https://www.federalregister.gov/documents/2011/03/09/2011-5184/references-to-credit-ratings-in-certain-investment-company-act-rules-and-forms</a>.
* * * * *
Title: Conflict Minerals.
Citation: 17 CFR 240.13p-1 and 17 CFR 249b.400.
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee,
77ggg, 77jjj, 77kkk, 77nnn, 77sss, 77ttt, 78a et seq. 78c, 78d, 78e,
78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78 l, 78m, 78n, 78n-
[[Page 37773]]
1, 78o, 78o-4, 78o-8, 78p, 78q, 78s, 78u-5, 78w, 78x, 78dd(b), 78dd(c),
78 ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201
et seq., and 8302; 18 U.S.C. 1350; 12 U.S.C. 5221(e)(3), and Pub. L.
111-203, Sec. 1502, 124 Stat. 1376.
Description: The Commission adopted a new form and rule pursuant to
Section 1502 of the Dodd-Frank Act relating to the use of conflict
minerals. Section 1502 added Section 13(p) to the Securities Exchange
Act of 1934 (``Exchange Act''), which required the Commission to
promulgate rules requiring issuers with conflict minerals that are
necessary to the functionality or production of a product manufactured
by such person to disclose annually whether any of those minerals
originated in the Democratic Republic of the Congo or an adjoining
country. If an issuer's conflict minerals originated in those
countries, Section 13(p) required the issuer to submit a report to the
Commission that includes a description of the measures it took to
exercise due diligence on the conflict minerals' source and chain of
custody. The measures taken to exercise due diligence must include an
independent private sector audit of the report that is conducted in
accordance with standards established by the Comptroller General of the
United States. Section 13(p) also required the issuer submitting the
report to identify the auditor and to certify the audit. In addition,
Section 13(p) required the report to include a description of the
products manufactured or contracted to be manufactured that are not
``DRC conflict free,'' the facilities used to process the conflict
minerals, the country of origin of the conflict minerals, and the
efforts to determine the mine or location of origin. Section 13(p)
required the information disclosed by the issuer to be available to the
public on its internet website.\1\
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\1\ In April 2014, the U.S. Court of Appeals for the District of
Columbia Circuit rejected challenges to the bulk of the SEC conflict
minerals rule but held that Section 1502 of the Dodd-Frank Act and
the rule violate the First Amendment to the extent that they require
regulated entities to report to the SEC and to state on their
website that any of their products ``have not been found to be DRC
conflict free.'' Nat'l Ass'n of Mfrs. v. SEC, 748 F.3d 359 (D.C.
Cir. Apr. 14, 2014). In April 2017, the U.S. District Court for the
District of Columbia remanded the case to the Commission. Nat'l
Ass'n of Mfrs. v. SEC, No. 13-635 (D.D.C. Apr. 3, 2017) (Doc. No.
47) (Final Judgment).
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Prior RFA Analysis: When the Commission adopted the new form and
rule on August 22, 2012, it published a Final Regulatory Flexibility
Analysis in the adopting release, Release No. 34-67716, available at:
<a href="https://www.federalregister.gov/documents/2012/09/12/2012-21153/conflict-minerals">https://www.federalregister.gov/documents/2012/09/12/2012-21153/conflict-minerals</a>. The Commission solicited comment on the Initial
Regulatory Flexibility Analysis included in the proposing release,
Release No. 34-63547 (Dec. 15, 2010), available at <a href="https://www.federalregister.gov/documents/2010/12/23/2010-31940/conflict-minerals">https://www.federalregister.gov/documents/2010/12/23/2010-31940/conflict-minerals</a>, and considered comments received at that time.
* * * * *
Title: Listing Standards for Compensation Committees.
Citation: 17 CFR 229.407 and 17 CFR 240.10C-1.
Authority: 15 U.S.C. 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1,
78j-3, 78k, 78k-1,78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q, 78s, 78u-
5, 78w, 78x, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-23, 80a-29, 80a-30,
80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-3, 80b-4, 80b-11, and 7201 et
seq.; and 18 U.S.C. 1350, and 12 U.S.C. 5221(e)(3), unless otherwise
noted.
Description: The Commission adopted a new rule and amendments to
its proxy disclosure rules to implement Section 952 of the Dodd-Frank
Act, which added Section 10C to the Exchange Act. Section 10C required
the Commission to adopt rules directing the national securities
exchanges and national securities associations to prohibit the listing
of any equity security of an issuer that is not in compliance with
Section 10C's compensation committee and compensation adviser
requirements. In accordance with the statute, 17 CFR 240.10C-1 (Rule
10C-1) directs the national securities exchanges to establish listing
standards that, among other things, require each member of a listed
issuer's compensation committee to be a member of the board of
directors and to be ``independent,'' as defined in the listing
standards of the national securities exchanges adopted in accordance
with the final rule. In addition, pursuant to Section 10C(c)(2), the
Commission adopted amendments to its proxy disclosure rules concerning
issuers' use of compensation consultants and related conflicts of
interest.
Prior RFA Analysis: When the Commission adopted the new rule and
amendments on June 20. 2012, it published a Final Regulatory
Flexibility Analysis in the adopting release, Release No. 33-9330,
available at: <a href="https://www.federalregister.gov/documents/2012/06/27/2012-15408/listing-standards-for-compensation-committees">https://www.federalregister.gov/documents/2012/06/27/2012-15408/listing-standards-for-compensation-committees</a>. The
Commission received no comments on its Initial Regulatory Flexibility
Analysis published in the proposing release, Release No. 33-9199 (Mar.
30, 2011), available at <a href="https://www.federalregister.gov/documents/2011/04/06/2011-7948/listing-standards-for-compensation-committees">https://www.federalregister.gov/documents/2011/04/06/2011-7948/listing-standards-for-compensation-committees</a>. However,
other comments received that addressed aspects of the proposed rule
that could potentially affect small entities were considered at that
time.
* * * * *
By the Commission.
Dated: June 17, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-13410 Filed 6-23-22; 8:45 am]
BILLING CODE 8011-01-P
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