[Federal Register Volume 75, Number 175 (Friday, September 10, 2010)]
[Proposed Rules]
[Pages 55295-55297]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-22574]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-9138, 34-62841, 39-2470, IA-3078, IC-29408; File No. 
S7-20-10]


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.

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SUMMARY: The Securities and Exchange Commission is today 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 them.

DATES: Comments should be submitted by December 15, 2010.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#bdcfc8d1d890ded2d0d0d8d3c9cefdced8de93dad2cb"><span class="__cf_email__" data-cfemail="9be9eef7feb6f8f4f6f6fef5efe8dbe8fef8b5fcf4ed">[email protected]</span></a>. Please include 
File Number S7-20-10 on the subject line; or
    <bullet> Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

[[Page 55296]]

Paper Comments

    <bullet> Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File No. S7-20-10. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/other.shtml). Comments also 
are available for Web site 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. All 
comments received will be posted without change; we do not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Anne Sullivan, Office of the General 
Counsel, 202-551-5019.

SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''), 
codified at 5 U.S.C. 600-611, 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:
    <bullet> The continued need for the rule;
    <bullet> The nature of complaints or comments received concerning 
the rule from the public;
    <bullet> The complexity of the rule;
    <bullet> 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
    <bullet> 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(c).
    The Securities and Exchange Commission, as a matter of policy, 
reviews all final rules that it published for notice and comment to 
assess not only their continued compliance with the RFA, but also to 
assess generally their continued utility. The list below is therefore 
broader than that required by the RFA, and may include rules that do 
not have a significant economic impact on a substantial number of small 
entities. 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 during the next twelve months. The list includes 
rules from 1999. When the Commission implemented the Act in 1980, it 
stated that it ``intend[ed] to conduct a broader review [than that 
required by the RFA], with a view to identifying those rules in need of 
modification or even rescission.'' Securities Act Release No. 6302 
(Mar. 20, 1981), 46 FR 19251 (Mar. 30, 1981). The rules are grouped 
according to which Division or Office of the Commission recommended 
their adoption.

Rules and Forms Division of Corporation Finance

    Title: Regulation of Takeovers and Security Holder Communications.
    Citation: 17 CFR 229.1000-1016, 17 CFR 230.162, 17 CFR 230.165, 17 
CFR 230.166, 17 CFR 230.425, 17 CFR 240.13e-4, 17 CFR 240.13e-100, 17 
CFR 240.14d-11, 17 CFR 240.14e-5, 17 CFR 240.14e-8.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.
    Description: These rules and regulations apply to takeover 
transactions (including tender offers, mergers, acquisitions and 
similar extraordinary transactions). They also permit increased 
communications with security holders and the markets, balance the 
treatment of cash and stock tender offers, simplify and centralize 
disclosure requirements, and eliminate regulatory inconsistencies in 
mergers and tender offers.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7760, 
approved by the Commission on October 22, 1999, which adopted 
Regulation M-A and the related rules and revisions. Comments to the 
proposing release were considered at that time. The Commission received 
no comments on the Initial Regulatory Flexibility Analysis.
* * * * *
    Title: Cross-Border Tender and Exchange Offers, Business 
Combinations and Rights Offerings.
    Citation: 17 CFR 230.800-802, 17 CFR 260.4d-10.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.
    Description: These rules provide tender offer and Securities Act 
registration exemptions for cross-border tender and exchange offers, 
business combinations and rights offerings relating to the securities 
of foreign companies.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-7759, 
approved by the Commission on October 22, 1999, which adopted 
Securities Act Rules 800 through 802 and Trust Indenture Act Rule 4d-
10. Comments to the proposing release were considered at that time. The 
Commission received no comments on the Initial Regulatory Flexibility 
Analysis.
* * * * *
    Title: International Disclosure Standards.
    Citation: 17 CFR 210.3-01, 17 CFR 210.3-20, 239.36.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.
    Description: These rules revise disclosure requirements to conform 
to the international disclosure standards endorsed by the International 
Organization of Securities Commissions in September 1998.
    Prior Commission Determination Under 5 U.S.C. 601: Pursuant to the 
Regulatory Flexibility Act (15 U.S.C. 605(b)), the Chairman of the 
Commission certified at the proposal stage on February 2, 1999 that the 
revisions to rules and forms would not have a significant economic 
impact on a substantial number of small entities. The Commission 
received no comments specifically addressing the certification.
* * * * *
    Title: Audit Committee Disclosure.
    Citation: 17 CFR 210.10-01.
    Authority: 15 U.S.C. 77a et seq., 15 U.S.C. 78a et seq.
    Description: This rule requires that companies' independent 
auditors review the companies' financial information included in the 
companies' quarterly reports prior to the filing of these reports.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory

[[Page 55297]]

Flexibility Analysis was prepared in accordance with 5 U.S.C. 604 in 
conjunction with the adoption of Release No. 34-42266, approved by the 
Commission on December 22, 1999, which adopted Rule 10-01 of Regulation 
S-X under the Securities Act of 1933 and the Securities Exchange Act of 
1934. Comments to the proposing release and Initial Regulatory 
Flexibility Analysis were considered at that time.
* * * * *

Rules and Forms Administered by the Division of Investment Management

    Title: Rule 17j-1.
    Citation: 17 CFR 270.17j-1.
    Authority: 15 U.S.C. 80a-1 et seq., 80a-17(j), 80a-37(a).
    Description: Rule 17j-1 under the Investment Company Act of 1940 
(``Act'') prohibits fraudulent, deceptive or manipulative acts by 
persons affiliated with a registered investment company (``fund'') or 
with the fund's investment adviser or principal underwriter in 
connection with their personal securities transactions in securities 
held or to be acquired by the fund. The rule requires 17j-1 
organizations to adopt codes of ethics reasonably designed to prevent 
fraud and requires fund personnel to report their personal securities 
transactions to their 17j-1 organization.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-23958, 
which was approved by the Commission on Aug. 20, 1999. Comments to the 
proposing release and any comments to the Initial Regulatory 
Flexibility Analysis were considered at that time.
* * * * *
    Title: Rule 154.
    Citation: 17 CFR 230.154.
    Authority: 15 U.S.C. 77a et seq.
    Description: Rule 154 under the Securities Act of 1933 permits an 
issuer or broker-dealer that has an obligation to deliver a prospectus 
to multiple persons at a single address to satisfy that obligation by 
delivering a single prospectus, subject to certain conditions.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. IC-24123, 
which was approved by the Commission on November 4, 1999. Comments to 
the proposing release and any comments to the Initial Regulatory 
Flexibility Analysis were considered at that time.
* * * * *

Rules and Forms Administered by the Division of Trading and Markets

    Title: Rule 10b-18.
    Citation: 17 CFR 240.10b-18.
    Authority: 15 U.S.C. 78b, 78c, 78i(a)(6), 78j(b), 78m(e), 78o(c) 
and 78w(a).
    Description: Rule 10b-18 under the Securities Exchange Act of 1934 
Rule 10b-18 provides a ``safe harbor'' from liability for manipulation 
under Sections 9(a)(2) and 10(b) of the Exchange Act, and Rule 10b-5 
thereunder, when an issuer or affiliated purchaser of the issuer bids 
for or buys shares of its common stock in compliance with the Rule's 
conditions.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-41905, 
which was approved by the Commission on Sept. 23, 1999. Comments to the 
proposing release and any comments to the Initial Regulatory 
Flexibility Analysis were considered at that time.
* * * * *
    Title: Rules 15b3-1, 15Ba2-2, and 15Ca2-1.
    Citation: 17 CFR 240.15b3-1, 240.15Ba2-2, and 240.15Ca2-1.
    Authority: 15 U.S.C. 78o(a), 78o(b), 78o-4(a)(2), 78o-5(a)(2), and 
78w(a).
    Description: Rule 15b3-1 under the Securities Exchange Act of 1934 
governs amendments to applications for registration as a broker or a 
dealer. Rule 15Ba2-2 under the Securities Exchange Act of 1934 governs 
applications for registration of non-bank municipal securities dealers 
whose business is exclusively intrastate. Rule 15Ca2-1 under the 
Securities Exchange Act of 1934 governs applications for registrations 
as a government securities broker or government securities dealer.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 34-41594, 
which was approved by the Commission on July 2, 1999. Comments to the 
proposing release and any comments to the Initial Regulatory 
Flexibility Analysis were considered at that time.

    By the Commission.

    Dated: September 3, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-22574 Filed 9-9-10; 8:45 am]
BILLING CODE 8010-01-P


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