by Cydney Posner
As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not commit the SEC to take any of the actions identified or preclude its taking actions on matters not identified on the agenda. So it’s really fairly inconsequential. Still, it’s hard to resist pointing out some of the matters on the agenda, particularly those that have been floated publicly as concepts, but haven’t necessarily ripened into identified potential rulemakings. Among the items on the agenda are the following:
- Amendments to Reg S-K arising out of the recent concept release on disclosure effectiveness (see this PubCo post), as well as other possible updates to the disclosure requirements in Regs S-X and S-K
- Amendments to the proxy rules to require additional disclosure about the diversity of board members and nominees (see this PubCo post and this PubCo post)
- Amendments to the proxy rules to implement universal proxy (see this PubCo post and this PubCo post)
- Possible amendments to revise the definition of “smaller reporting company” (see this PubCo post)
- Amendments to Item 407 of Reg S-K arising out of the concept release regarding audit committee disclosure requirements (see this PubCo post)
- Amendments to listing standards requiring policies for recovery of erroneously awarded compensation, i.e., implementing the Dodd-Frank clawback provisions (see this PubCo post)
- Amendments implementing the Dodd-Frank pay-for-performance provisions, which require issuers to disclose information that shows the relationship between executive compensation actually paid and the issuer’s financial performance (see this PubCo post)
- Amendments to the proxy rules requiring disclosure of whether employees or directors may engage in hedging transactions (see this PubCo post)
- Revisions to Forms S-1 and F-1 required under the FAST Act to permit EGCs to omit financial information for certain historical periods and to Form S-1 to permit forward incorporation by reference for smaller reporting companies, i.e., making final the interim final rules (see this PubCo post)
- Rules implementing Dodd-Frank section 1504 requiring disclosure of payments by resource extraction issuers, as revised following a court decision vacating the original rules (see this PubCo post and this PubCo post)
- Rules to implement the FAST Act requirement to expressly permit issuers to submit a summary page on Form 10-K, provided it includes cross-references (even though there is nothing currently prohibiting it) (see this PubCo post)
- Amendments related to XBRL
The question remains as to which, if any, of these potential rulemakings will actually see the light of day.
