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.

Proposed Rules Federal Register

37772 

Vol. 87, No. 121 

Friday, June 24, 2022 

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. 

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rescinded to minimize any significant 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 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/submitcomments.htm); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

19–22 on the subject line. 

Paper Comments 

• 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 (https://

www.sec.gov/rules/other.shtml). 

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: 

• the continued need for the rule; 

• the nature of complaints or 

comments received concerning the rule 

from the public; 

• the complexity of the rule; 

• 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 

• 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 DoddFrank 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: https://

www.federalregister.gov/documents/ 

2012/11/23/2012-28456/purchase-ofcertain-debt-securities-by-business-andindustrial-development-companiesrelying-on-an. 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: https://

www.federalregister.gov/documents/ 

2011/03/09/2011-5184/references-tocredit-ratings-in-certain-investmentcompany-act-rules-and-forms. 

* * * * * 

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– 


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Federal Register / Vol. 87, No. 121 / Friday, June 24, 2022 / Proposed Rules 37773 

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). 

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

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: https://

www.federalregister.gov/documents/ 

2012/09/12/2012-21153/conflictminerals. The Commission solicited 

comment on the Initial Regulatory 

Flexibility Analysis included in the 

proposing release, Release No. 34–63547 

(Dec. 15, 2010), available at https://

www.federalregister.gov/documents/ 

2010/12/23/2010-31940/conflictminerals, 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: 

https://www.federalregister.gov/ 

documents/2012/06/27/2012-15408/ 

listing-standards-for-compensationcommittees. 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 https://

www.federalregister.gov/documents/ 

2011/04/06/2011-7948/listingstandards-for-compensationcommittees. 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 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 1 

[REG–106384–20] 

RIN 1545–BQ14 

Mortality Tables for Determining 

Present Value Under Defined Benefit 

Pension Plans; Hearing Cancellation 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Cancellation of public hearing 

on proposed rulemaking. 

SUMMARY: This document cancels a 

public hearing on proposed regulations 

prescribing mortality tables to be used 

for most defined benefit pension plans. 

DATES: The public hearing, originally 

scheduled for Tuesday, June 28, 2022, at 

10 a.m. is cancelled. 

FOR FURTHER INFORMATION CONTACT: 

Regina Johnson of the Publications and 

Regulations Branch, Legal Processing 

Division, Associate Chief Counsel 

(Procedure and Administration) at (202) 

317–5177 (not a toll-free number) or at 

publichearings@irs.gov. 

SUPPLEMENTARY INFORMATION: A notice 

of proposed rulemaking and notice of 

public hearing that appeared in the 

Federal Register on Thursday, April 28, 

2022 (87 FR 25161) announced that a 

public hearing to be held by 

teleconference was scheduled for 

Tuesday, June 28, 2022 at 10 a.m. The 

subject of the public hearing is under 

section 430 of the Internal Revenue 

Code. 

The public comment period for these 

regulations expired on June 9, 2022. The 

notice of proposed rulemaking and 


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