61050 Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Rules and Regulations 

1 17 CFR 243.100(b)(2)(iii). 

2 17 CFR 243.100 et seq. 

3 17 CFR 243.100(a). See Selective Disclosure and 

Insider Trading, Release No. 34–43154 (Aug. 15, 

2000) [65 FR 51716] at 51716 (the ‘‘Regulation FD 

Adopting Release’’). 4Pub. L. 111–203 (July 21, 2010). 

5Regulation FD Adopting Release, supra note 3, 

at 51719. 6 17 CFR 249.308. 

7 17 CFR 243.101(e). 

8 17 CFR 240.17g–5(a)(3). 

9Regulation FD also provides exemptions for 

communications made to a person who owes the 

issuer a duty of trust or confidence—i.e., a 

‘‘temporary insider’’—such as an attorney, 

investment banker, or accountant (17 CFR 

243.100(b)(2)(i)), to any person who expressly 

agrees to maintain the information in confidence 

(17 CFR 243.100(b)(2)(ii)), and in connection with 

most offerings of securities registered under the 

Securities Act (17 CFR 243.100(b)(2)(iv)). These 

exemptions are unaffected by the Act. 

10See 5 U.S.C. 553(b). 

11 5 U.S.C. 553(b). 

12The Regulatory Flexibility Act requires 

agencies to prepare analyses for rulemaking only 

when the APA requires general notice of proposed 

rulemaking. 5 U.S.C. 603(a). The Regulatory 

Flexibility Act does not apply to the rules we adopt 

today because, as noted above, the Commission is 

Related Information 

(l) Contact Alan Strom, Aerospace 

Engineer, Engine Certification Office, FAA, 

Engine & Propeller Directorate, 12 New 

England Executive Park, Burlington, MA 

01803; e-mail: alan.strom@faa.gov; telephone 

(781) 238–7143; fax (781) 238–7199, for more 

information about this AD. 

(m) EASA airworthiness directive 2007– 

0025, dated February 1, 2007, also addresses 

the subject of this AD. 

(n) Bombardier-Rotax Mandatory Service 

Bulletins No. SB–912–029, Revision 3, dated 

July 11, 2006 and No. SB–914–018, Revision 

3, dated July 11, 2006, pertain to the subject 

of this AD. Contact BRP-Rotax GmbH & Co. 

KG, Welser Strasse 32, A–4623 Gunskirchen, 

Austria, or go to rotax-aircraft-engines.com 

for a copy of this service information. 

Material Incorporated by Reference 

(o) None. 

Issued in Burlington, Massachusetts, on 

September 24, 2010. 

Francis A. Favara, 

Manager, Engine and Propeller Directorate, 

Aircraft Certification Service. 

[FR Doc. 2010–24629 Filed 10–1–10; 8:45 am] 

BILLING CODE 4910–13–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 243 

[Release Nos. 33–9146; 34–63003; IC– 

29448; File No. S7–23–10] 

Removal From Regulation FD of the 

Exemption for Credit Rating Agencies 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: This amendment implements 

Section 939B of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act of 2010, which requires that the 

Securities and Exchange Commission 

amend Regulation FD to remove the 

specific exemption from the rule for 

disclosures made to nationally 

recognized statistical rating 

organizations and credit rating agencies 

for the purpose of determining or 

monitoring credit ratings. 

DATES: Effective Date: October 4, 2010. 

FOR FURTHER INFORMATION CONTACT: 

Steven G. Hearne, Special Counsel in 

the Office of Rulemaking, Division of 

Corporation Finance, at (202) 551–3430, 

100 F Street, NE., Washington, DC 

20549. 

SUPPLEMENTARY INFORMATION: The 

Commission is deleting Rule 

100(b)(2)(iii) 1 under Regulation FD.2

I. Overview of the Amendment 

Regulation FD provides that when an 

issuer, or person acting on its behalf, 

discloses material nonpublic 

information to certain enumerated 

persons (in general, securities market 

professionals and holders of the issuer’s 

securities who may trade on the basis of 

the information), it must make public 

disclosure of that information.3 Section 

939B of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act of 

2010 (the ‘‘Act’’) requires the 

Commission to ‘‘revise Regulation FD 

(17 CFR 243.100) to remove from such 

regulation the exemption for entities 

whose primary business is the issuance 

of credit ratings (17 CFR 

243.100(b)(2)(iii))’’ within 90 days after 

the date of enactment.4 The effective 

date of the legislation is July 21, 2010 

and our revised rule will be effective for 

disclosure made on or after October 4, 

2010. 

II. Discussion of the Amendment 

As required by the Act, we are 

amending Regulation FD to remove the 

specific exemption provided to 

nationally recognized statistical rating 

organizations and credit rating agencies 

for disclosure made to them for the 

purpose of determining or monitoring a 

credit rating. To effectuate this change, 

we are removing Rule 100(b)(2)(iii) of 

Regulation FD. Due to the removal of 

Rule 100(b)(2)(iii), we are re-designating 

Rule 100(b)(2)(iv) as Rule 100(b)(2)(iii). 

Regulation FD is designed to address 

the problem of selective disclosure 

made to those who would reasonably be 

expected to trade securities on the basis 

of the information or provide others 

with advice about securities trading.5

Under Regulation FD, the timing of the 

required public disclosure of material 

nonpublic information that is provided 

by an issuer, or persons acting on its 

behalf, to certain enumerated persons 

depends on whether the selective 

disclosure was intentional. For an 

intentional selective disclosure, the 

issuer must make public disclosure 

simultaneously. In other circumstances, 

the issuer must make public disclosure 

promptly. Under the regulation, the 

required public disclosure may be made 

by filing or furnishing a Form 8–K,6 or 

by another method or combination of 

methods that is reasonably designed to 

provide broad, non-exclusionary 

distribution of the information to the 

public.7

Under Rule 100(b)(2)(iii) of 

Regulation FD, the issuer or person 

acting on the issuer’s behalf need not 

make the public disclosure if the 

disclosure of material nonpublic 

information is made to a credit rating 

agency that makes its credit ratings 

publicly available, or is made pursuant 

to Rule 17g–5(a)(3) 8 to a nationally 

recognized statistical rating 

organization. As required by Section 

939B of the Act, we are removing the 

exemption specifically available to these 

entities under Regulation FD.9

III. Procedural and Other Matters 

The Administrative Procedure Act 

(‘‘APA’’) generally requires an agency to 

publish notice of a proposed rulemaking 

in the Federal Register.10 This 

requirement does not apply, however, if 

the agency ‘‘for good cause finds * * * 

that notice and public procedure 

thereon are impracticable, unnecessary, 

or contrary to the public interest.’’ 11 The 

revision to Regulation FD that the 

Commission is adopting is required by 

Section 939B of the Act by the 

legislatively required date. Unless the 

rule and form amendments become 

effective by that date, issuers may be 

confused regarding their disclosure and 

reporting obligations. The Commission 

is required by statute to remove the 

specific exemption for disclosure 

provided to nationally recognized 

statistical rating organizations and 

credit rating agencies. Because this 

revision is required by Congress, it does 

not involve the exercise of Commission 

discretion or policy judgments. For 

these reasons, the Commission finds 

that good cause exists to dispense with 

a public notice and comment period for 

these amendments because notice and 

comment would be unnecessary, 

impracticable and contrary to the public 

interest.12


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Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Rules and Regulations 61051 

not required to solicit public comment when using 

the expedited rulemaking procedures under Section 

553(b) of the APA. 

13 15 U.S.C. 78w(a)(2). 

14 15 U.S.C. 78a et seq. 

15 15 U.S.C. 78c(f). 

16 15 U.S.C. 80a–2(c). 

17 44 U.S.C. 3501 et seq. 

18 15 U.S.C. 78m. 

19 15 U.S.C. 78o. 

20 15 U.S.C. 78w. 

21 15 U.S.C. 78mm. 

22See Selective Disclosure and Insider Trading, 

Release No. 34–42259 (Dec. 20, 1999) [64 FR 

72590]. 

23See Regulation FD Adopting Release, supra 

note 3. 

The Commission is taking this action 

to implement the Act. Thus, any costs 

and benefits to the economy resulting 

from the amendments are mandated by 

the Act. Section 23(a)(2) 13 of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 14 requires us, when 

adopting rules under the Exchange Act, 

to consider the anti-competitive effect of 

any rules we adopt. Further, Section 3(f) 

of the Exchange Act 15 and Section 2(c) 

of the Investment Company Act of 

1940 16 require us, when engaging in 

rulemaking where we are required to 

consider or determine whether an action 

is necessary or appropriate in the public 

interest, to consider, in addition to the 

protection of investors, whether the 

action will promote efficiency, 

competition and capital formation. 

While the amendments may affect 

efficiency, competition and capital 

formation, the action we are taking 

today is required by the Act and 

imposes no burden on efficiency, 

competition and capital formation that 

is not consistent with implementation of 

the Act. 

IV. Paperwork Reduction Act 

Certain provisions of Regulation FD 

contain ‘‘collection of information’’ 

requirements within the meaning of the 

Paperwork Reduction Act of 1995.17 An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a currently valid OMB control 

number. Compliance with the 

disclosure requirements is mandatory. 

There is no mandatory retention period 

for the information disclosed, and 

responses to the disclosure 

requirements will not be kept 

confidential. 

The titles for the collections are 

(1) Form 8–K, and (2) Reg FD–Other 

Disclosure Materials. OMB approved the 

regulation’s information collection 

requirements. Form 8–K (OMB Control 

No. 3235–0060) was adopted pursuant 

to Sections 13,18 15,19 and 23 20 of the 

Exchange Act, and Regulation FD–Other 

Disclosure Materials (OMB Control No. 

3235–0536) was adopted pursuant to 

Sections 13, 15, 23, and 36 21 of the 

Exchange Act. 

As discussed in the Regulation FD 

proposing 22 and adopting releases,23 in 

many cases, information disclosed 

under Regulation FD would be 

information that an issuer ultimately 

was going to disclose to the public. 

Under Regulation FD, that issuer likely 

will not make any more public 

disclosure than it otherwise would, but 

it may make the disclosure sooner and 

it is required to file or disseminate that 

information in a manner reasonably 

designed to provide broad, nonexclusionary distribution of the 

information to the public. Following the 

amendments adopted today, reporting 

persons will remain obligated to 

disclose the same information that they 

were previously required to report on 

these forms. We therefore believe that 

the overall information collection 

burden will remain approximately the 

same because the same transactions will 

remain reportable. 

V. Statutory Authority and Text of the 

Amendment 

The amendments described in this 

release are being adopted under the 

authority set forth in Sections 10, 19(a), 

and 28 of the Securities Act of 1933, 

Sections 3, 9, 10, 13, 15, 23, and 36 of 

the Securities Exchange Act of 1934, 

Section 30 of the Investment Company 

Act of 1940, and Section 939B of the 

Dodd-Frank Wall Street Reform and 

Consumer Protection Act of 2010. 

List of Subjects in 17 CFR Part 243 

Reporting and recordkeeping 

requirements, Securities. 

Text of Amendments 

■ For the reasons set out in the 

preamble, the Commission amends Title 

17, Chapter II of the Code of Federal 

Regulations as follows: 

PART 243—REGULATION FD 

■ 1. The authority citation for part 243 

continues to read as follows: 

Authority: 15 U.S.C. 78c, 78i, 78j, 78m, 

78o, 78w, 78mm, and 80a–29, unless 

otherwise noted. 

§ 243.100 [Amended] 

■ 2. Section 243.100 is amended by 

removing paragraph (b)(2)(iii) and 

redesignating paragraph (b)(2)(iv) as 

(b)(2)(iii). 

By the Commission. 

Dated: September 29, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–24802 Filed 10–1–10; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF THE INTERIOR 

Bureau of Ocean Energy Management, 

Regulation, and Enforcement 

30 CFR Parts 201, 202, 203, 204, 206, 

207, 208, 210, 212, 217, 218, 219, 220, 

227, 228, 229, 241, 243, and 290 

Office of Natural Resources Revenue 

30 CFR Parts 1201, 1202, 1203, 1204, 

1206, 1207, 1208, 1210, 1212, 1217, 

1218, 1219, 1220, 1227, 1228, 1229, 

1241, 1243, and 1290 

[Docket No. MMS–2010–MRM–0033] 

RIN 1010–AD70 

Reorganization of Title 30, Code of 

Federal Regulations 

AGENCY: Bureau of Ocean Energy 

Management, Regulation, and 

Enforcement; Office of Natural 

Resources Revenue; Department of the 

Interior. 

ACTION: Direct final rule. 

SUMMARY: On May 19, 2010, the 

Secretary of the Interior separated the 

responsibilities previously performed by 

the former Minerals Management 

Service (MMS) and reassigned those 

responsibilities to three separate 

organizations. As part of this 

reorganization, the Secretary renamed 

MMS’s Minerals Revenue Management 

Program (MRM) the Office of Natural 

Resources Revenue (ONRR) and 

directed that ONRR transition to the 

Office of the Assistant Secretary— 

Policy, Management and Budget (PMB). 

This change requires reorganization of 

title 30 of the Code of Federal 

Regulations (30 CFR). This direct final 

rule amends chapter II in 30 CFR, 

establishes a new chapter XII in 30 CFR, 

removes certain regulations from 

chapter II, and recodifies them in the 

new chapter XII. 

DATES: This rule is effective on October 

1, 2010, without further action, unless 

substantive adverse comment is 

received by November 3, 2010. If 

substantive adverse comment is 

received that cannot be addressed, 

Department of the Interior will publish 

a timely amendment of the rule in the 

Federal Register. 


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