[Federal Register Volume 86, Number 56 (Thursday, March 25, 2021)]
[Proposed Rules]
[Pages 15810-15811]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-05928]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-10934; 34-91344; 39-2537; IA-5698; IC-34225; File No. 
S7-02-21]


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change, or should be amended or rescinded to minimize any significant 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 April 26, 2021.

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/submitcomments.htm); or

Paper Comments

     Send paper comments to Secretary, Securities and Exchange 
Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-02-21. We will post all 
submitted comments, requests, other submissions and other materials on 
our internet website (http://www.sec.gov/rules/other.shtml). Typically, 
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. Due to pandemic conditions, however, access to the Commission's 
public reference room is not permitted at this time. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information. 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 2011 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: Mine Safety Disclosure.
    Citation: 17 CFR 229.104, 17 CFR 229.601, 17 CFR 249.308, 17 CFR 
249.308a, 17 CFR 249.310, 17 CFR 249.220f, 17 CFR 249.240f, and 17 CFR 
239.13.
    Authority: 15 U.S.C. 77g, 77j, 77s(a), 78l, 78m, 78o, 78w; and 
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (``Dodd-Frank Act'').
    Description: The Commission adopted rule amendments to implement 
Section 1503 of the Dodd-Frank Act. Section 1503(a) of the Dodd-Frank 
Act requires issuers that are operators, or that have a subsidiary that 
is an operator, of a coal or other mine to disclose in their periodic 
reports filed with the Commission information regarding specified 
health and safety violations, orders and citations, related assessments 
and legal actions, and mining-related fatalities. Section 1503(b) of 
the Dodd-Frank Act mandates the filing of a Form 8-K disclosing the 
receipt of certain orders and notices from the Mine Safety and Health 
Administration.
    Prior RFA Analysis: When the Commission adopted the rule amendments 
on December 21, 2011, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 33-9286, available at: 
https://www.federalregister.gov/documents/2011/12/28/2011-33148/mine-safety-disclosure. The Commission received no comments on the Initial 
Regulatory Flexibility Analysis published in the proposing release, 
Release No. 33-9164 (Dec. 15, 2010), available at: https://www.federalregister.gov/documents/2010/12/22/2010-31941/mine-safety-disclosure.
* * * * *
    Title: Reporting by Investment Advisers to Private Funds and 
Certain Commodity Pool Operators and Commodity Trading Advisors on Form 
PF; Joint Final Rule.
    Citation: 17 CFR 275.204(b)-1 and 17 CFR 279.9.
    Authority: 15 U.S.C. 80b-4 and 80b-11.
    Description: The Commodity Futures Trading Commission and the 
Securities and Exchange Commission adopted new rules under the 
Commodity Exchange Act and the Investment Advisers Act of 1940 
(``Advisers Act'') to implement provisions of Title IV of the Dodd-
Frank Act. The rule adopted by the SEC, Rule 204(b)-1, requires 
investment advisers registered with the SEC that advise one or more 
private funds and have at least $150 million in private fund assets 
under management to file Form PF with the SEC. Advisers must file Form 
PF electronically, on a confidential basis. The information contained 
in Form PF

[[Page 15811]]

was designed, among other things, to assist the Financial Stability 
Oversight Council in its assessment of systemic risk in the U.S. 
financial system.
    Prior RFA Analysis: When the Commission adopted this rule on 
October 31, 2011, it published a Final Regulatory Flexibility Analysis 
in the adopting release, Release No. IA-3308, available at: https://www.federalregister.gov/documents/2011/11/16/2011-28549/reporting-by-investment-advisers-to-private-funds-and-certain-commodity-pool-operators-and-commodity. The Commission received no comments on its 
Initial Regulatory Flexibility Analysis published in the proposing 
release, Release No. IA-3145 (Jan. 26, 2011), available at: https://www.sec.gov/rules/proposed/2011/ia-3145fr.pdf.
* * * * *
    Title: Rules Implementing Amendments to the Investment Advisers Act 
of 1940.
    Citation: 17 CFR 275.0-7, 17 CFR 275.203-1, 17 CFR 275.203A-1, 17 
CFR 275.203A-2, 17 CFR 275.203A-3, 17 CFR 275.203A-5, 17 CFR 275.204-1, 
17 CFR 275.204-2, 17 CFR 275.204-4, 17 CFR 275.206(4)-5, 17 CFR 
275.222-1, 17 CFR 275.222-2, 17 CFR 279.1, 17 CFR 279.3, and 17 CFR 
279.4.
    Authority: 15 U.S.C. 77s(a), 77sss(a), 78a-37(a), 78w(a), 
78bb(e)(2), 80b-3(c)(1), 80b-3A(a)(2)(B)(ii), 80b-3A(c), 80b-4, 80b-
6(4), 80b-6A, and 80b-11(a).
    Description: The Commission adopted new rules and rule amendments 
under the Advisers Act to implement provisions of the Dodd-Frank Act. 
These rules and rule amendments were designed to give effect to 
provisions of Title IV of the Dodd-Frank Act that, among other things, 
increase the statutory threshold for registration by investment 
advisers with the Commission, require advisers to hedge funds and other 
private funds to register with the Commission, and require reporting by 
certain investment advisers that are exempt from registration. In 
addition, the Commission adopted rule amendments, including amendments 
to the Commission's pay to play rule, that address a number of other 
changes made by the Dodd-Frank Act.
    Prior RFA Analysis: When the Commission adopted these rules and 
rule amendments on June 22, 2011, it published a Final Regulatory 
Flexibility Analysis in the adopting release, Release No. IA-3221, 
available at: https://www.federalregister.gov/documents/2011/07/19/2011-16318/rules-implementing-amendments-to-the-investment-advisers-act-of-1940. The Commission received no comments on its Initial 
Regulatory Flexibility Analysis published in the proposing release, 
Release No. IA-3110 (Nov. 19, 2010), available at: https://www.federalregister.gov/documents/2010/12/10/2010-29956/rules-implementing-amendments-to-the-investment-advisers-act-of-1940.
* * * * *
    Title: Family Offices.
    Citation: 17 CFR 275.202(a)(11)(G)-1.
    Authority: 15 U.S.C. 80b-2(a)(11)(G) and 80b-6A.
    Description: The Commission adopted a rule to define ``family 
offices'' that are excluded from the definition of an investment 
adviser under the Advisers Act and are thus not subject to regulation 
under the Advisers Act.
    Prior RFA Analysis: When the Commission adopted this rule on June 
22, 2011, it published a Final Regulatory Flexibility Analysis in the 
adopting release, Release No. IA-3220, available at: https://www.federalregister.gov/documents/2011/06/29/2011-16117/family-offices. 
The Commission received no comments on its Initial Regulatory 
Flexibility Analysis published in the proposing release, Release No. 
IA-3098 (Oct. 12, 2010), available at: https://www.federalregister.gov/documents/2010/10/18/2010-26086/family-office.
* * * * *
    Title: Shareholder Approval of Executive Compensation and Golden 
Parachute Compensation.
    Citation: 17 CFR 240.14a-21, 17 CFR 240.14a-4, 17 CFR 240.14a-6, 17 
CFR 240.14a-8, 17 CFR 240.14a-101, 17 CFR 240.14c-101, 17 CFR 229.402, 
17 CFR 229.1011, 17 CFR 240.13e-100, 17 CFR 240.14d-100, 17 CFR 
240.14d-101, and 17 CFR 249.308.
    Authority: 15 U.S.C. 77c(b), 77f, 77g, 77j, 77s(a), 78m, 78n(a), 
78n-1, 78w(a), and 78mm, and Section 951 of the Dodd-Frank Act.
    Description: The Commission adopted rule amendments to implement 
the provisions of the Dodd-Frank Act relating to shareholder approval 
of executive compensation and ``golden parachute'' compensation 
arrangements. Section 951 of the Dodd-Frank Act amended the Securities 
Exchange Act of 1934 by adding Section 14A, which requires companies to 
conduct a separate shareholder advisory vote to approve the 
compensation of executives, as disclosed pursuant to Item 402 of 
Regulation S-K or any successor to that item. Section 14A also requires 
companies to conduct a separate shareholder advisory vote to determine 
how often an issuer will conduct a shareholder advisory vote on 
executive compensation. In addition, Section 14A requires companies 
soliciting votes to approve merger or acquisition transactions to 
provide disclosure of certain ``golden parachute'' compensation 
arrangements and, in certain circumstances, to conduct a separate 
shareholder advisory vote to approve the golden parachute compensation 
arrangements.
    Prior RFA Analysis: When the Commission adopted the rule amendments 
on January 25, 2011, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 33-9178, available at: 
https://www.federalregister.gov/documents/2011/02/02/2011-1971/shareholder-approval-of-executive-compensation-and-golden-parachute-compensation. The Commission received no comments on its Initial 
Regulatory Flexibility Analysis published in the proposing release, 
Release No. 33-9153 (Oct. 18, 2010), available at: https://www.federalregister.gov/documents/2010/10/28/2010-26535/shareholder-approval-of-executive-compensation-and-golden-parachute-compensation.
* * * * *

    By the Commission.

    Dated: March 17, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05928 Filed 3-24-21; 8:45 am]
BILLING CODE 8011-01-P


