Securities and Exchange Commission February 2024 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (``SEC'' or ``Commission'') is adopting new rules to further define the phrase ``as a part of a regular business'' as used in the statutory definitions of ``dealer'' and ``government securities dealer'' under sections 3(a)(5) and 3(a)(44), respectively, of the Securities Exchange Act of 1934 (``Exchange Act'').

The Securities and Exchange Commission (``SEC'' or ``Commission'' or ``we''), with the concurrence of the Office of Government Ethics (``OGE''), is adopting jointly issued amendments to the Commission's existing Supplemental Standards of Ethical Conduct for Members and Employees of the Securities and Exchange Commission (``Supplemental Standards''). This rule amends the existing Supplemental Standards jointly issued by SEC and OGE, supplements the Standards of Ethical Conduct for Employees of the Executive Branch (``OGE Standards'') issued by OGE, and is necessary and appropriate to address ethical issues unique to the SEC. Specifically, the Commission is prohibiting employee ownership of sector funds that have a stated policy of concentrating their investments in entities directly regulated by the Commission; revising transaction and reporting requirements for certain assets that pose a low risk of conflicts of interest or appearance concerns; permitting employees to comply with reporting obligations by authorizing their financial institutions to transmit information on behalf of employees about their covered securities transactions and holdings data through an approved automated compliance system; clarifying that the limitation on purchasing securities that are part of an initial public offering (IPO) until seven days after the IPO also applies to direct listings of securities; correcting certain technical matters; and adjusting its transaction and reporting requirements to provide the flexibility necessary to implement an automated compliance system.

The Securities and Exchange Commission (``Commission'') is adopting rules intended to enhance investor protections in initial public offerings by special purpose acquisition companies (commonly known as SPACs) and in subsequent business combination transactions between SPACs and private operating companies (commonly known as de- SPAC transactions). Specifically, we are adopting disclosure requirements with respect to, among other things, compensation paid to sponsors, conflicts of interest, dilution, and the determination, if any, of the board of directors (or similar governing body) of a SPAC regarding whether a de-SPAC transaction is advisable and in the best interests of the SPAC and its security holders. We are adopting rules that require a minimum dissemination period for the distribution of security holder communication materials in connection with de-SPAC transactions. We are adopting rules that require the re-determination of smaller reporting company (``SRC'') status in connection with de- SPAC transactions. We are also adopting rules that address the scope of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995. Further, we are adopting a rule that would deem any business combination transaction involving a reporting shell company, including a SPAC, to be a sale of securities to the reporting shell company's shareholders and are adopting amendments to a number of financial statement requirements applicable to transactions involving shell companies. In addition, we are providing guidance on the status of potential underwriters in de-SPAC transactions and adopting updates to our guidance regarding the use of projections in Commission filings as well as requiring additional disclosure regarding projections when used in connection with business combination transactions involving SPACs. Finally, we are providing guidance for SPACs to consider when analyzing their status under the Investment Company Act of 1940.

To implement the requirements of the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (``EGRRCPA''), the Securities and Exchange Commission (``Commission'') is proposing a rule that would adjust for inflation the dollar threshold used in defining a ``qualifying venture capital fund'' under the Investment Company Act of 1940 (``Investment Company Act'' or ``Act''). The proposed rule also would allow the Commission to adjust for inflation this threshold amount by order every five years and specify how those adjustments would be determined.