On June 22, the Securities and Exchange Commission (SEC) released the latest edition of its Reg Flex Agenda, which is essentially the rulemaking calendar for the next year or so.  Perhaps the most surprising takeaway is the climate rule is scheduled to be adopted as early as October 2022.  While the schedules may likely shift during the internal rule drafting process, the agenda is helpful as it provides a sense of the SEC’s priorities and pipeline.

The agenda is pretty jam-packed, and below are some key takeaways of interest.  (Note some summary details of the items can be found by clicking on the specific name in the full Reg Flex Agenda linked above.)

Upcoming Final Rules:

  • Climate Change – October 2022
  • Clawback – October 2022
  • Pay for Performance – October 2022
  • Proxy Voting Advice – October 2022
  • Share Repurchases – October 2022
  • 10b5-1 and Insider Trading – April 2023
  • Cybersecurity – April 2023
  • 13D/G Amendments – April 2023
  • Private Fund Advisors – April 2023

Upcoming Proposed Rules:

  • Human Capital Management – October 2022
  • Rule 144 Updates – October 2022
  • 14a-8 Shareholder Proposals – October 2022
  • Corporate Board Diversity – April 2023

Commissioner Pierce issued a scathing rebuke of the agenda and said in her statement:

“The Agenda’s timetables reveal that the rush of radical rulemakings remains relentless, despite pleas from almost every type of market participant and other interested party that the Commission slow down so that the public can catch up and provide meaningful input on our outstanding proposals. These rules contemplate far-reaching changes to our regulatory regime, the breadth of which is hard to glean from merely reading their titles. The Agenda plans to rush to completion proposals in which commenters have identified deep flaws. Implementation of these rules presumably will also be on the fast track, which suggests that market participants will have to implement multiple complex rulemakings simultaneously.”

My two cents on the rulemaking agenda:

If you have any questions regarding any of the topics covered in this blog post, please feel free to contact a member of our Corporate & Securities practice group or, if applicable, contact your primary Bass, Berry & Sims relationship attorney.

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