48424 Federal Register / Vol. 87, No. 151 / Monday, August 8, 2022 / UA: Reg Flex Agenda 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Ch. II 

[Release Nos. 33–11054; 34–94793; IA– 

6002; IC–34570; File No. S7–15–22] 

Regulatory Flexibility Agenda 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Semiannual regulatory agenda. 

SUMMARY: The Securities and Exchange 

Commission is publishing the Chair’s 

agenda of rulemaking actions pursuant 

to the Regulatory Flexibility Act (RFA) 

(Pub. L. 96–354, 94 Stat. 1164) (Sept. 19, 

1980). The items listed in the Regulatory 

Flexibility Agenda for Spring 2022 

reflect only the priorities of the Chair of 

the U.S. Securities and Exchange 

Commission, and do not necessarily 

reflect the view and priorities of any 

individual Commissioner. 

Information in the agenda was 

accurate on April 22, 2022, the date on 

which the Commission’s staff completed 

compilation of the data. To the extent 

possible, rulemaking actions by the 

Commission since that date have been 

reflected in the agenda. The 

Commission invites questions and 

public comment on the agenda and on 

the individual agenda entries. 

The Commission is now printing in 

the Federal Register, along with our 

preamble, only those agenda entries for 

which we have indicated that 

preparation of an RFA analysis is 

required. 

The Commission’s complete RFA 

agenda will be available online at 

www.reginfo.gov. 

DATES: Comments should be received on 

or before September 7, 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/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

15–22 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 No. 

S7–15–22. 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. 

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 submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: Sarit 

Klein, Office of the General Counsel, 

202–551–5037. 

SUPPLEMENTARY INFORMATION: The RFA 

requires each Federal agency, twice 

each year, to publish in the Federal 

Register an agenda identifying rules that 

the agency expects to consider in the 

next 12 months that are likely to have 

a significant economic impact on a 

substantial number of small entities (5 

U.S.C. 602(a)). The RFA specifically 

provides that publication of the agenda 

does not preclude an agency from 

considering or acting on any matter not 

included in the agenda and that an 

agency is not required to consider or act 

on any matter that is included in the 

agenda (5 U.S.C. 602(d)). The 

Commission may consider or act on any 

matter earlier or later than the estimated 

date provided on the agenda. While the 

agenda reflects the current intent to 

complete a number of rulemakings in 

the next year, the precise dates for each 

rulemaking at this point are uncertain. 

Actions that do not have an estimated 

date are placed in the long-term 

category; the Commission may 

nevertheless act on items in that 

category within the next 12 months. The 

agenda includes new entries, entries 

carried over from prior publications, 

and rulemaking actions that have been 

completed (or withdrawn) since 

publication of the last agenda. 

The following abbreviations for the 

acts administered by the Commission 

are used in the agenda: 

‘‘Securities Act’’—Securities Act of 1933 

‘‘Exchange Act’’—Securities Exchange Act of 

1934 

‘‘Investment Company Act’’—Investment 

Company Act of 1940 

‘‘Investment Advisers Act’’—Investment 

Advisers Act of 1940 

‘‘Dodd Frank Act’’—Dodd-Frank Wall Street 

Reform and Consumer Protection Act 

The Commission invites public 

comment on the agenda and on the 

individual agenda entries. 

By the Commission. 

Vanessa A. Countryman, 

Secretary. 

DIVISION OF CORPORATION FINANCE—PROPOSED RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

366 .................... Rule 144 Holding Period .................................................................................................................................. 3235–AM78 

DIVISION OF CORPORATION FINANCE—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

367 .................... Listing Standards for Recovery of Erroneously Awarded Compensation ....................................................... 3235–AK99 

368 .................... Pay Versus Performance ................................................................................................................................. 3235–AL00 

369 .................... Mandated Electronic Filings ............................................................................................................................. 3235–AM15 


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Federal Register / Vol. 87, No. 151 / Monday, August 8, 2022 / UA: Reg Flex Agenda 48425 

DIVISION OF CORPORATION FINANCE—COMPLETED ACTIONS

Sequence No. Title Regulation 

Identifier No. 

370 .................... Universal Proxy ................................................................................................................................................ 3235–AL84 

371 .................... Filing Fee Disclosure and Payment Methods Modernization .......................................................................... 3235–AL96 

DIVISION OF INVESTMENT MANAGEMENT—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

372 .................... Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting on 

Executive Compensation Votes by Institutional Investment Managers.

3235–AK67 

373 .................... Tailored Shareholder Reports, Treatment of Annual Prospectus Updates for Existing Investors, and Improved Fee and Risk Disclosure for Mutual Funds and ETFs; Fee Information in Investment Company 

Ads.

3235–AM52 

374 .................... Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews .................. 3235–AN07 

375 .................... Cybersecurity Risk Governance ...................................................................................................................... 3235–AN08 

DIVISION OF INVESTMENT MANAGEMENT—COMPLETED ACTIONS

Sequence No. Title Regulation 

Identifier No. 

376 .................... Amendments to the Custody Rules for Investment Companies ..................................................................... 3235–AM66 

377 .................... Amendments to Improve Fund Proxy System ................................................................................................. 3235–AM73 

DIVISION OF TRADING AND MARKETS—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

378 .................... Removal of References to Credit Ratings From Regulation M ....................................................................... 3235–AL14 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Proposed Rule Stage 

366. Rule 144 Holding Period [3235– 

AM78] 

Legal Authority: 12 U.S.C. 5461 et 

seq.; 15 U.S.C. 77b; 15 U.S.C. 77b note; 

15 U.S.C. 77c; 15 U.S.C. 77d; 15 U.S.C. 

77f; 15 U.S.C. 77g; 15 U.S.C. 77h; 15 

U.S.C. 77j; 15 U.S.C. 77r; 15 U.S.C. 77s; 

15 U.S.C. 77s(a); 15 U.S.C. 77z–2; 15 

U.S.C. 77z–3; 15 U.S.C. 77sss; 15 U.S.C. 

77sss(a); 15 U.S.C. 78a et seq.; 15 U.S.C. 

78c; 15 U.S.C. 78c(b); 15 U.S.C. 78d; 15 

U.S.C. 78j; 15 U.S.C. 78l; 15 U.S.C. 78m; 

15 U.S.C. 78n; 15 U.S.C. 78o; 15 U.S.C. 

78o–7 note; 15 U.S.C. 78o(d); 15 U.S.C. 

78t; 15 U.S.C. 78u–5; 15 U.S.C. 78w; 15 

U.S.C. 78w(a); 15 U.S.C. 78ll; 15 U.S.C. 

78ll(d); 15 U.S.C. 78mm; 15 U.S.C. 80a– 

2(a); 15 U.S.C. 80a–3; 15 U.S.C. 80a– 

6(c); 15 U.S.C. 80a–8; 15 U.S.C. 80a–9; 

15 U.S.C. 80a–10; 15 U.S.C. 80a–13; 15 

U.S.C. 80a–24; 15 U.S.C. 80a–26; 15 

U.S.C. 80a–28; 15 U.S.C. 80a–29; 15 

U.S.C. 80a–30; 15 U.S.C. 80a–37; 15 

U.S.C. 7201 et seq.; 18 U.S.C, 1350; sec. 

953(b) Pub. L. 111–203, 124 Stat. 1904; 

sec. 102(a)(3) Pub. L. 112–106, 126 Stat. 

309 (2012); sec. 107 Pub. L. 112–106, 

126 Stat. 313 (2012); sec. 201(a) Pub. L. 

112–106, 126 Stat. 313 (2012); sec. 401 

Pub. L. 112–106, 126 Stat. 313 (2012); 

sec. 72001 Pub. L. 114–94, 129 Stat. 

1312 (2015), unless otherwise 

noted; . . . 

Abstract: The Division is considering 

recommending that the Commission 

repropose amendments to Rule 144, a 

non-exclusive safe harbor that permits 

the public resale of restricted or control 

securities if the conditions of the rule 

are met. 

Timetable: 

Action Date FR Cite 

NPRM .................. 01/19/21 86 FR 5063 

NPRM Comment 

Period End.

03/22/21 

Second NPRM .... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: John Fieldsend, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3430, Email: 

fieldsendj@sec.gov. 

RIN: 3235–AM78 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Final Rule Stage 

367. Listing Standards for Recovery of 

Erroneously Awarded Compensation 

[3235–AK99] 

Legal Authority: Pub. L. 111–203, sec. 

954; 15 U.S.C. 78j–4 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules to implement section 954 of 

the Dodd Frank Act, which requires the 

Commission to adopt rules to direct 

national securities exchanges to prohibit 

the listing of securities of issuers that 

have not developed and implemented a 

policy providing for disclosure of the 

issuer’s policy on incentive-based 

compensation and mandating the 

clawback of such compensation in 

certain circumstances. 

Timetable: 

Action Date FR Cite 

NPRM .................. 07/14/15 80 FR 41144 

NPRM Comment 

Period End.

09/14/15 


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48426 Federal Register / Vol. 87, No. 151 / Monday, August 8, 2022 / UA: Reg Flex Agenda 

Action Date FR Cite 

NPRM Comment 

Period Reopened.

10/21/21 86 FR 58232 

NPRM Comment 

Period End.

11/22/21 

Final Action ......... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Anne M. Krauskopf, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3500, Email: 

krauskopfa@sec.gov. 

RIN: 3235–AK99 

368. Pay Versus Performance [3235– 

AL00] 

Legal Authority: Pub. L. 111–203, sec. 

953(a); 15 U.S.C. 78c(b); 15 U.S.C. 78n; 

15 U.S.C. 78w(a); 15 U.S.C. 78mm 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules to implement section 953(a) 

of the Dodd-Frank Act, which added 

section 14(i) to the Exchange Act to 

require issuers to disclose information 

that shows the relationship between 

executive compensation actually paid 

and the financial performance of the 

issuer. 

Timetable: 

Action Date FR Cite 

NPRM .................. 05/07/15 80 FR 26329 

NPRM Comment 

Period End.

07/06/15 

NPRM Comment 

Period Reopened.

02/02/22 87 FR 5751 

NPRM Comment 

Period End.

03/04/22 

Final Action ......... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Steven G. Hearne, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3430, Email: hearnes@

sec.gov. 

RIN: 3235–AL00 

369. Mandated Electronic Filings 

[3235–AM15] 

Legal Authority: 15 U.S.C. 77d; 15 

U.S.C. 77f; 15 U.S.C. 77g; 15 U.S.C. 77h; 

15 U.S.C. 77j; 15 U.S.C. 77s(a); 15 U.S.C. 

78c; 15 U.S.C. 78l; 15 U.S.C. 78m; 15 

U.S.C. 78n; 15 U.S.C. 78o(d); 15 U.S.C. 

78p; 15 U.S.C. 78w(a); 15 U.S.C. 78ll 

Abstract: The Division is considering 

recommending that the Commission 

adopt amendments to Regulation S–T 

that would update the mandated 

electronic submissions requirements to 

include additional filings. These 

additional filings would include: Form 

144, Form 11–K and Form 6–K. 

Timetable: 

Action Date FR Cite 

NPRM .................. 11/22/21 86 FR 66231 

NPRM Comment 

Period End.

12/22/21 

Final Action ......... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Noel Sean Harrison, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3249, Email: 

harrisons@sec.gov. 

RIN: 3235–AM15 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Completed Actions 

370. Universal Proxy [3235–AL84] 

Legal Authority: 15 U.S.C. 78n; 15 

U.S.C. 78w(a) 

Abstract: The Commission amended 

the Federal proxy rules to enhance the 

ability of shareholders to elect directors 

through the proxy process in a manner 

consistent with their ability to vote in 

person at a shareholder meeting. 

Timetable: 

Action Date FR Cite 

NPRM .................. 11/10/16 81 FR 79122 

NPRM Comment 

Period End.

01/09/17 

NPRM Comment 

Period Reopened.

05/06/21 86 FR 24364 

NPRM Comment 

Period Reopened End.

06/07/21 

Final Action ......... 12/01/21 86 FR 68330 

Final Action Effective.01/31/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Ted Yu, Division of 

Corporation Finance, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

3440, Email: yut@sec.gov. 

RIN: 3235–AL84 

371. Filing Fee Disclosure and Payment 

Methods Modernization [3235–AL96] 

Legal Authority: 15 U.S.C. 77g; 15 

U.S.C. 77j; 15 U.S.C. 77s(a); 15 U.S.C. 

78c; 15 U.S.C. 78l; 15 U.S.C. 78m; 15 

U.S.C. 78o(d); 15 U.S.C. 78s(a); 15 

U.S.C. 78ll; 15 U.S.C. 80a–8; 15 U.S.C. 

80a–24; 15 U.S.C. 80a–29; 15 U.S.C. 

80a–37 

Abstract: The Commission adopted 

amendments that would modernize 

filing fee disclosure and payment 

methods. The Commission amended 

most fee-bearing forms, schedules, 

statements and related rules to require 

each filing fee table and accompanying 

disclosure to include all required 

information for fee calculation in a 

structured format. The amendments will 

add options for fee payment via 

Automated Clearing House and debit 

and credit cards, and eliminate options 

for fee payment via paper checks and 

money orders. The Commission adopted 

other amendments to enhance the 

efficiency of the fee process. 

Timetable: 

Action Date FR Cite 

NPRM .................. 12/27/19 84 FR 71580 

NPRM Comment 

Period End.

02/25/20 

Final Action ......... 12/09/21 86 FR 70166 

Final Action Effective (Except 17 

CFR 202.3a, 

230.111, 240.0– 

9, & 270.0–8— 

Effective 05/31/ 

22).

01/31/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Mark W. Green, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–0301, Phone: 202 551–3809, 

Email: greenm@sec.gov. 

RIN: 3235–AL96 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Investment Management 

Final Rule Stage 

372. Enhanced Reporting of Proxy 

Votes by Registered Management 

Investment Companies; Reporting on 

Executive Compensation Votes by 

Institutional Investment Managers 

[3235–AK67] 

Legal Authority: 15 U.S.C. 78m; 15 

U.S.C. 78w(a); 15 U.S.C. 78mm; 15 

U.S.C. 78x; 15 U.S.C. 80a–8; 15 U.S.C. 

80a–29; 15 U.S.C. 80a–30; 15 U.S.C. 

80a–37; 15 U.S.C. 80a–44; Pub. L. 111– 

203, sec. 951 

Abstract: The Division is considering 

recommending that the Commission 

adopt rule amendments to implement 

section 951 of the Dodd-Frank Act and 

to enhance the information reported on 


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Federal Register / Vol. 87, No. 151 / Monday, August 8, 2022 / UA: Reg Flex Agenda 48427 

Form N–PX. The Commission 

previously proposed amendments to 

rules and Form N–PX that would 

require institutional investment 

managers subject to section 13(f) of the 

Exchange Act to report how they voted 

on any shareholder vote on executive 

compensation or golden parachutes 

pursuant to sections 14A(a) and (b) of 

the Exchange Act. 

Timetable: 

Action Date FR Cite 

NPRM .................. 10/28/10 75 FR 66622 

NPRM Comment 

Period End.

11/18/10 

Second NPRM .... 10/15/21 86 FR 57478 

Final Action ......... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Nathan Schurr, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6394, Email: 

schuurna@sec.gov. 

RIN: 3235–AK67 

373. Tailored Shareholder Reports, 

Treatment of Annual Prospectus 

Updates for Existing Investors, and 

Improved Fee and Risk Disclosure for 

Mutual Funds and ETFs; Fee 

Information in Investment Company 

Ads [3235–AM52] 

Legal Authority: 15 U.S.C. 77e; 15 

U.S.C. 77g; 15 U.S.C. 77j; 15 U.S.C. 77s; 

15 U.S.C. 78c(b); 15 U.S.C. 77f; 15 

U.S.C. 78j; 15 U.S.C. 78m; 15 U.S.C. 

78n; 15 U.S.C. 78o; 15 U.S.C. 78mm; 15 

U.S.C. 80a–6; 15 U.S.C. 80a–8; 15 U.S.C. 

80a–20; 15 U.S.C. 80a–24; 15 U.S.C. 

80a–29; 15 U.S.C. 80a–37; 44 U.S.C. 

3506; 44 U.S.C. 3507 

Abstract: The Division is considering 

recommending that the Commission 

adopt a new streamlined shareholder 

report under the Investment Company 

Act of 1940. The Division is also 

considering recommending that the 

Commission adopt rule and form 

amendments to improve and modernize 

certain aspects of the current disclosure 

framework under the Investment 

Company Act. 

Timetable: 

Action Date FR Cite 

NPRM .................. 11/05/20 85 FR 70716 

NPRM Comment 

Period End.

01/04/21 

Final Action ......... 10/00/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Michael Kosoff, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6754, Email: kosoffm@

sec.gov. 

RIN: 3235–AM52 

374. Private Fund Advisers; 

Documentation of Registered 

Investment Adviser Compliance 

Reviews [3235–AN07] 

Legal Authority: 15 U.S.C. 80b–1 et 

seq. 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules under the Advisers Act to 

address lack of transparency, conflicts 

of interest, and certain other matters 

involving private fund advisers. 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/24/22 87 FR 16886 

NPRM Comment 

Period End.

04/25/22 

Final Action ......... 04/00/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Melissa Harke, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6722, Email: harkem@

sec.gov. 

RIN: 3235–AN07 

375. Cybersecurity Risk Governance 

[3235–AN08] 

Legal Authority: 15 U.S.C. 80b–1 et 

seq.; 15 U.S.C. 80a–1 et seq. 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules to enhance fund and 

investment adviser disclosures and 

governance relating to cybersecurity 

risks. 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/09/22 87 FR 13524 

NPRM Comment 

Period End.

04/11/22 

Final Action ......... 04/00/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Christopher Staley, 

Branch Chief, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

8475, Email: staleyc@sec.gov. 

RIN: 3235–AN08 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Investment Management 

Completed Actions 

376. Amendments to the Custody Rules 

for Investment Companies [3235– 

AM66] 

Legal Authority: 15 U.S.C. 80a–6(c); 

15 U.S.C. 80a–17(f); 15 U.S.C. 80a–26; 

15 U.S.C. 80a–28; 15 U.S.C. 80a–29; 15 

U.S.C. 80a–30; 15 U.S.C. 80a–31; 15 

U.S.C. 80a–36; 15 U.S.C. 80a–37; 15 

U.S.C. 80a–37(a) 

Abstract: The Division is considering 

recommending that the Commission 

propose amendments to rules 

concerning custody under the 

Investment Company Act of 1940. This 

item is being withdrawn. 

Timetable: 

Action Date FR Cite 

Withdrawn ........... 04/25/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Bradley Gude, 

Special Counsel, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

5590, Email: gudeb@sec.gov. 

RIN: 3235–AM66 

377. Amendments To Improve Fund 

Proxy System [3235–AM73] 

Legal Authority: 15 U.S.C. 78m; 15 

U.S.C. 78w; 15 U.S.C. 78mm; 15 U.S.C. 

80a–2; 15 U.S.C. 80a–6; 15 U.S.C. 80a– 

20; 15 U.S.C. 80a–30; 15 U.S.C. 80a–37 

Abstract: The Division is considering 

recommending that the Commission 

propose rule and form amendments to 

address the fund proxy system and the 

unique challenges that funds as issuers 

may experience in seeking shareholder 

approvals. This item is being 

withdrawn. 

Timetable: 

Action Date FR Cite 

Withdrawn ........... 04/25/22 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Amanda Wagner, 

Branch Chief, Investment Company 

Regulation Office, Securities and 

Exchange Commission, Division of 

Investment Management, 100 F Street 

NE, Washington, DC 20549, Phone: 202 

551–6762, Email: wagnera@sec.gov. 

RIN: 3235–AM73 


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48428 Federal Register / Vol. 87, No. 151 / Monday, August 8, 2022 / UA: Reg Flex Agenda 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Trading and Markets 

Final Rule Stage 

378. Removal of References to Credit 

Ratings From Regulation M [3235– 

AL14] 

Legal Authority: Pub. L. 111–203, sec. 

939A 

Abstract: Section 939A of the Dodd 

Frank Act requires the Commission to 

remove certain references to credit 

ratings from its regulations and to 

substitute such standards of 

creditworthiness as the Commission 

determines to be appropriate. The 

Division is considering recommending 

that the Commission adopt proposed 

amendments to eliminate the exceptions 

for investment grade non-convertible 

debt, non-convertible preferred, and 

asset-backed securities (as rated by at 

least one Nationally Recognized 

Statistical Rating Organization) from 

Rules 101 and 102 of Regulation M and 

replace the exception in Rule 101 with 

alternative standards—one based on 

distance to default using a Structural 

Credit Risk Model for non-convertible 

debt and non-convertible preferred debt, 

and one based on SF–3 shelf registration 

for asset-backed securities. 

Timetable: 

Action Date FR Cite 

NPRM .................. 05/06/11 76 FR 26550 

NPRM Comment 

Period End.

07/05/11 

Final Action ......... 01/08/14 79 FR 1522 

Action Date FR Cite 

Final Action Effective.07/07/14 

NPRM .................. 03/30/22 87 FR 18312 

NPRM Comment 

Period End.

05/23/22 

Final Action ......... 04/00/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: John Guidroz, 

Division of Trading and Markets, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6439, Email: guidrozj@

sec.gov. 

RIN: 3235–AL14 

[FR Doc. 2022–15035 Filed 8–5–22; 8:45 am] 

BILLING CODE 8011–01–P 


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