Securities and Exchange Commission February 2022 – Federal Register Recent Federal Regulation Documents
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Shortening the Securities Transaction Settlement Cycle
The Securities and Exchange Commission (``Commission'') proposes rules to shorten the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (``T+2'') to one business day after the trade date (``T+1''). To facilitate a T+1 standard settlement cycle, the Commission also proposes new requirements for the processing of institutional trades by broker-dealers, investment advisers, and certain clearing agencies. These requirements are designed to protect investors, reduce risk, and increase operational efficiency. The Commission proposes to require compliance with a T+1 standard settlement cycle, if adopted, by March 31, 2024. The Commission also solicits comment on how best to further advance beyond T+1.
The Commission's Whistleblower Program Rules
The Securities and Exchange Commission (``Commission'' or ``SEC'') is proposing for public comment amendments to the Commission's rules implementing its whistleblower program. The Securities Exchange Act of 1934 (``Exchange Act'') provides for, among other things, the issuance of monetary awards to any eligible whistleblower who voluntarily provides the SEC with original information about a securities law violation that leads to the SEC's success in obtaining a monetary order of more than a million dollars in a covered judicial or administrative action brought by the SEC (``covered action''). If an eligible whistleblower qualifies for an award, Section 21F requires an award that is at least 10 percent, but no more than 30 percent, of the amount of the monetary sanctions collected in the covered action. The receipt of an award in a covered action also enables a whistleblower to qualify for an award in connection with judicial or administrative actions based on the whistleblower's same original information and brought by the U.S. Department of Justice (``DOJ'') and certain other statutorily identified agencies or entities (``related actions''). The proposed rules would make two substantive changes to the Commission's whistleblower rules that implement the whistleblower program, as well as several conforming amendments and technical corrections.
Self-Regulatory Organizations; New York Stock Exchange LLC, Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change To Amend the Provisions of Rule 7.35B; Correction
The Securities and Exchange Commission published a document in the Federal Register on February 14, 2022, concerning a Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change To Amend the Provisions of Rule 7.35B. The document contained a typographical error.
Amendments to Form PF To Require Current Reporting and Amend Reporting Requirements for Large Private Equity Advisers and Large Liquidity Fund Advisers
The Securities and Exchange Commission (``SEC'' or ``Commission'') is proposing to amend Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds to require current reporting upon the occurrence of key events. The proposed amendments also would decrease the reporting threshold for large private equity advisers and require these advisers to provide additional information to the SEC about the private equity funds they advise. Finally, we are proposing to amend requirements concerning how large liquidity advisers report information about the liquidity funds they advise. The proposed amendments are designed to enhance the Financial Stability Oversight Council's (``FSOC'') ability to monitor systemic risk as well as bolster the SEC's regulatory oversight of private fund advisers and investor protection efforts.
Rule 10b5-1 and Insider Trading
The Securities and Exchange Commission (``Commission'') is proposing amendments to its rules under the Securities Exchange Act of 1934. The proposed amendments would add new conditions to the availability of an affirmative defense under an Exchange Act rule that are designed to address concerns about abuse of the rule to opportunistically trade securities on the basis of material nonpublic information in ways that harm investors and undermine the integrity of the securities markets. The Commission is also proposing new disclosure requirements regarding the insider trading policies of issuers, and the adoption and termination (including modification) of certain trading arrangements by directors, officers, and issuers. In addition, the Commission is proposing amendments to the disclosure requirements for executive and director compensation regarding the timing of equity compensation awards made in close proximity in time to the issuer's disclosure of material nonpublic information. Finally, the Commission is proposing amendments to Forms 4 and 5 to identify transactions made pursuant to certain trading arrangements, and to disclose all gifts of securities on Form 4.
Share Repurchase Disclosure Modernization
The Securities and Exchange Commission is proposing amendments to modernize and improve disclosure about repurchases of an issuer's equity securities that are registered under the Securities Exchange Act of 1934. Specifically, the proposed amendments would require an issuer to provide more timely disclosure on a new Form SR regarding purchases of its equity securities for each day that it, or an affiliated purchaser, makes a share repurchase. The proposed amendments would also enhance the existing periodic disclosure requirements about these purchases.
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