[Federal Register Volume 87, Number 231 (Friday, December 2, 2022)]
[Proposed Rules]
[Pages 74057-74060]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-26133]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-11136; 34-96386; IC-34765; File No. S7-27-22]


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.

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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change, or should be amended or rescinded to minimize any significant 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 January 3, 2023.

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.html); or
     Send an email to [email protected]. Please include 
File Number S7-27-22 on the subject line.

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 S7-27-22. 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 (http://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: Sandra Sojka, General Attorney, Office 
of the General Counsel, 202-551-4928.

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 2013 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: Removal of Certain References to Credit Ratings Under the 
Investment Company Act.
    Citation: 17 CFR 239, 17 CFR 270.5b-3, and 17 CFR 274.
    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 
78c, 78c(b), 78l, 78m, 78n, 78o(d), 78o-7, 78o-7 note, 78u-5, 78w(a), 
78ll, 78mm, 80a-1 et seq., 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-
13, 80a-24, 80a-26, 80a-29, 80a-30, 80a- 34(d), 80a-37, 80a-39; and 
Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010).
    Description: The Commission adopted amendments to a rule and three 
forms under the Investment Company Act of 1940 (``Investment Company 
Act'') and the Securities Act of 1933 (``Securities Act'') in order to 
implement a provision of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (``Dodd-Frank Act''). Specifically, rule 5b-3 under the 
Investment Company Act contained a reference to credit ratings in 
determining when an investment company (``fund'') may treat a 
repurchase agreement as an acquisition of securities collateralizing 
the repurchase agreement for certain purposes under the Investment 
Company Act. The amendments replaced this reference to credit ratings 
with an alternative standard designed to retain a similar degree of 
credit quality to that in prior rule 5b-3. The Commission also adopted 
amendments to Forms N-1A, N-2, and N-3 under the Investment Company Act 
and the Securities Act to eliminate the required use of NRSRO credit 
ratings when a fund chooses to depict its portfolio holdings by credit 
quality.
    Prior RFA Analysis: When the Commission adopted the amendments on 
December 27, 2013, it published a Final Regulatory Flexibility Analysis 
in the adopting release, Release No. 33-9506, available at: https://www.federalregister.gov/documents/2014/01/08/2013-31425/removal-of-certain-references-to-credit-ratings-under-the-investment-company-act. 
The Commission received no comments on its Initial Regulatory 
Flexibility Analysis published in the proposing release, Release No. 
33-9193 (March 3, 2011), available at: https://www.federalregister.gov/
documents/

[[Page 74058]]

2011/03/09/2011-5184/references-to-credit-ratings-in-certain-
investment-company-act-rules-and-forms.
* * * * *
    Title: Registration of Municipal Advisors.
    Citation: 17 CFR 200.19c, 17 CFR 200.19d, 17 CFR 200.30-3a, 17 CFR 
200.30-18; 17 CFR 240.15Ba1-1, 17 CFR 240.15Ba1-2, 17 CFR 240.15Ba1-3, 
17 CFR 240.15Ba1-4, 17 CFR 40.15Ba1-5, 17 CFR 240.15Ba1-6, 17 CFR 
240.15Ba1-7, 17 CFR 240.15Ba1-8, 17 CFR 240.15Bc4-1; 17 CFR 249.1300, 
17 CFR 249.1300T, 17 CFR 249.1310, 17 CFR 249.1320, 17 CFR 249.1330, 
and 17 CFR 249.1300T.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77o, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 78c, 78d, 78d-1, 78d-2, 
78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 
78o-4, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78ll(d), 78mm, 80a-
20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq., 7202, 
7211 et seq., 12 U.S.C. 5221(e)(3), 12 U.S.C. 5461 et seq., and 18 
U.S.C. 1350, unless as otherwise noted.
    Description: The Commission adopted new Rules 15Ba1-1 through 
15Ba1-8, new Rule 15Bc4-1, and new Forms MA, MA-I, MA-W, and MA-NR 
under the Securities Exchange Act of 1934 (``Exchange Act'') to 
implement provisions of Title IX of the Dodd-Frank Act that required 
the Commission to establish a registration regime for municipal 
advisors and impose certain record-keeping requirements on such 
advisors. The rules and forms are designed to give effect to provisions 
of Title IX of the Dodd-Frank Act that, among other things, required 
the Commission to establish a registration regime for municipal 
advisors and impose certain record-keeping requirements on such 
advisors.
    Prior RFA Analysis: When the Commission adopted the rules and forms 
on September 20, 2013, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 34-70462, available at: 
https://www.federalregister.gov/documents/2013/11/12/2013-23524/registration-of-municipal-advisors. The Commission solicited comment on 
the Initial Regulatory Flexibility Analysis published in the proposing 
release, Release No. 34-63576 (Dec. 20, 2010), available at: https://www.federalregister.gov/documents/2011/01/06/2010-32445/registration-of-municipal-advisors, and considered comments received at that time.
* * * * *
    Title: Broker Dealer Reports.
    Citation: 17 CFR 240.17a-5, 17 CFR 240.17a-11, and 17 CFR 249.639.
    Authority: 15 U.S.C. 78a et seq., 77c, 77d, 77g, 77j, 77s, 77z-2, 
77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 78c, 78c-3, 78c-
5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-
1, 78o, 78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b- 4, 80b-11, 7201 et 
seq., 8302, 7 U.S.C. 2(c)(2)(E), 12 U.S.C. 5221(e)(3), 12 U.S.C. 5461 
et seq., 18 U.S.C. 1350; and Pub. L. 111-203, 939A, 124 Stat. 1376, 
(2010).
    Description: The Commission amended certain broker-dealer annual 
reporting, audit, and notification requirements under the Exchange Act. 
The amendments included a requirement that broker-dealer audits be 
conducted in accordance with standards of the Public Company Accounting 
Oversight Board (``PCAOB'') in light of explicit oversight authority 
provided to the PCAOB by the Dodd-Frank Act to oversee these audits. 
The amendments further required a broker-dealer that clears 
transactions or carries customer accounts to agree to allow 
representatives of the Commission or the broker-dealer's designated 
examining authority (``DEA'') to review the documentation associated 
with certain reports of the broker-dealer's independent public 
accountant and to allow the accountant to discuss the findings relating 
to the reports of the accountant with those representatives when 
requested in connection with a regulatory examination of the broker-
dealer. Finally, the amendments required a broker-dealer to file a new 
form with its DEA that elicits information about the broker-dealer's 
practices with respect to the custody of securities and funds of 
customers and non-customers.
    Prior RFA Analysis: When the Commission adopted the amendments and 
new form on July 30, 2013, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 34-70073, available at: 
https://www.federalregister.gov/documents/2013/08/21/2013-18738/broker-dealer-reports. The Commission received no comments on the Initial 
Regulatory Flexibility Analysis included in the proposing release, 
Release No. 34-64676 (June 15, 2011), available at: https://www.federalregister.gov/documents/2011/06/27/2011-15341/broker-dealer-reports.
* * * * *
    Title: Financial Responsibility Rules for Broker-Dealers.
    Citation: 17 CFR 240.15c3-1, 17 CFR 240.15c3-1a, 17 CFR 240.15c3-2, 
17 CFR 240.15c3-3, 17 CFR 240.15c3-3a, 17 CFR 240.17a-3, 17 CFR 
240.17a-4, and 17 CFR 240.17a-11.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78o-10, 78p, 
78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 
80a-37, 80b-3, 80b-4, 80b-11, 7201 et. seq., 8302, 7 U.S.C. 2(c)(2)(E), 
12 U.S.C. 5221(e)(3), 18 U.S.C. 1350; and Pub. L. 111-203, 939A, 124 
Stat. 1376, (2010).
    Description: The Commission adopted amendments to the net capital 
(Rule 15c3-1), customer protection (Rule 15c3-3), books and records 
(Rules 17a-3 and 17a- 4), and notification rules for broker-dealers 
(Rule 17a-11) promulgated under the Exchange Act. The amendments were 
designed to address several areas of concern regarding the financial 
responsibility requirements for broker-dealers. The amendments also 
updated certain financial responsibility requirements and made certain 
technical amendments.
    Prior RFA Analysis: When the Commission adopted the amendments on 
July 30, 2013, it published a Final Regulatory Flexibility Analysis in 
the adopting release, Release No. 34-70072, available at: https://www.federalregister.gov/documents/2013/08/21/2013-18734/financial-responsibility-rules-for-broker-dealers. The Commission solicited 
comment on the Initial Regulatory Flexibility Analysis included in the 
proposing release, Release No. 34-66910 (May 3, 2012), available at: 
https://www.federalregister.gov/documents/2012/05/09/2012-11133/amendments-to-financial-responsibility-rules-for-broker-dealers, and 
considered comments received at that time.
* * * * *
    Title: Eliminating the Prohibition Against General Solicitation and 
General Advertising in Rule 506 and Rule 144A Offerings.
    Citation: 17 CFR 230.144A, 17 CFR 230.500(c), 17 CFR 230.501, 17 
CFR 230.502, 17 CFR 230.506, 17 CFR 239.500, 17 CFR 242.101, 17 CFR 
242.102, and 17 CFR 242.104.
    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77d note, 77f, 77g, 
77h, 77j, 77r, 77s, 77q(a), 77s(a), 77z-2, 77z-3, 77sss, 78b, 78c, 78d, 
78g(c)(2), 78i(a), 78j, 78k-1(c), 78l, 78m, 78n, 78o, 78o-7 note, 
78o(b), 78o(c), 78o(d), 78o(g), 78q(a), 78q(b), 78q(h), 78t, 78u-5, 
78w, 78w(a), 78dd-1, 78ll, 78ll(d), 78mm, 80a-2(a), 80a-3, 80a-8, 80a-
9, 80a-10,

[[Page 74059]]

80a-13, 80a-23, 80a-24, 80a-26, 80a-28, 80a-29, 80-30, 80a-37; and Pub. 
L. 112-106, sec. 201(a), 126 Stat. 313 (2012).
    Description: The Commission adopted amendments to Rule 506 of 
Regulation D and Rule 144A under the Securities Act to implement 
Section 201(a) of the Jumpstart Our Business Startups Act. The 
amendment to Rule 506 permitted an issuer to engage in general 
solicitation or general advertising in offering and selling securities 
pursuant to Rule 506, provided that all purchasers of the securities 
are accredited investors and the issuer takes reasonable steps to 
verify that such purchasers are accredited investors. The amendment to 
Rule 506 also included a non-exclusive list of methods that issuers may 
use to satisfy the verification requirement for purchasers who are 
natural persons. The amendment to Rule 144A provided that securities 
may be offered pursuant to Rule 144A to persons other than qualified 
institutional buyers, provided that the securities are sold only to 
persons that the seller and any person acting on behalf of the seller 
reasonably believe are qualified institutional buyers. The Commission 
also revised Form D to require issuers to indicate whether they are 
relying on the provision that permits general solicitation or general 
advertising in a Rule 506 offering.
    Prior RFA Analysis: When the Commission adopted the amendments on 
July 10, 2013, it published a Final Regulatory Flexibility Analysis in 
the adopting release, Release No. 33-9415, available at: https://www.federalregister.gov/documents/2013/07/24/2013-16883/eliminating-the-prohibition-against-general-solicitation-and-general-advertising-in-rule-506-and. The Commission solicited comment on its Initial 
Regulatory Flexibility Analysis published in the proposing release, 
Release No. 33-9354 (August 29, 2012), available at: https://www.federalregister.gov/documents/2012/09/05/2012-21681/eliminating-the-prohibition-against-general-solicitation-and-general-advertising-in-rule-506-and, and considered comments received at that time.
* * * * *
    Title: Disqualification of Felons and Other ``Bad Actors'' from 
Rule 506 Offerings
    Citation: 17 CFR 200.30-1, 17 CFR 230.145, 17 CFR. 147, 17 CFR 152, 
17 CFR 155, 17 CFR 230.501, 17 CFR 230.506, and 17 CFR 239.500
    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77d note, 77f, 77g, 
77h, 77j, 77o, 77r, 77s, 77z-2, 77z-3, 77sss, 78c, 78d, 78d-1, 78d-2, 
78j, 78l, 78m, 78n, 78o, 78o(d), 78o-7 note, 78t, 78u-5, 78w, 78w(a), 
78ll, 78ll(d), 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 
80a-24, 80a-26, 80a-28, 80a-29, 80a-30, 80a-37, 80b-11, 7202; and Pub. 
L. 112-106, 201(a), 126 Stat. 313 (2012).
    Description: The Commission adopted amendments to Rules 501 and 506 
of Regulation D and to Form D to implement Section 926 of the Dodd-
Frank Act. Section 926 required the Commission to adopt rules that 
disqualify securities offerings involving certain ``felons and other 
`bad actors' '' from reliance on Rule 506 of Regulation D. The rules 
are ``substantially similar'' to Rule 262 under the Securities Act, 
which contains the disqualification provisions of Regulation A under 
the Securities Act, and also cover matters enumerated in Section 926 of 
the Dodd-Frank Act (including certain state regulatory orders and 
bars).
    Prior RFA Analysis: When the Commission adopted the amendments on 
July 10, 2013, it published a Final Regulatory Flexibility Analysis in 
the adopting release, Release No. 33-9414, available at: https://www.federalregister.gov/documents/2013/07/24/2013-16983/disqualification-of-felons-and-other-bad-actors-from-rule-506-offerings. The Commission received no comments on its Initial 
Regulatory Flexibility Analysis published in the proposing release, 
Release No. 33-9211 (May 25, 2011), available at: https://www.federalregister.gov/documents/2011/06/01/2011-13370/disqualification-of-felons-and-other-bad-actors-from-rule-506-offerings.
* * * * *
    Title: Identity Theft Red Flags Rules.
    Citation: 17 CFR 162.30, 17 CFR 162.31, 17 CFR 162.32, 17 CFR 
248.201, and 17 CFR 248.202.
    Authority: Sec. 1088, Pub. L. 111-203, 124 Stat. 1376 (2010); 15 
U.S.C. 78q, 78q-1, 78o-4, 78o-5, 78w, 78mm, 80a-30, 80a-37, 80b-4, 80b-
11, 1681m(e), 1681s(b), 1681s-3 and note, 1681w(a)(1), 6801-6809, and 
6825; and Pub. L. 111-203, secs. 1088(a)(8), (a)(10), and sec. 1088(b), 
124 Stat. 1376 (2010).
    Description: The Commission and the Commodity Futures Trading 
Commission (``CFTC'') (together, the ``Commissions'') jointly adopted 
rules and guidelines to require certain regulated entities to establish 
programs to address risks of identity theft. These rules and guidelines 
implemented provisions of the Dodd-Frank Act, which amended the Fair 
Credit Reporting Act and directed the Commissions to adopt rules 
requiring entities that are subject to the Commissions' respective 
enforcement authorities to address identity theft. First, the rules 
required financial institutions and creditors to develop and implement 
a written identity theft prevention program designed to detect, 
prevent, and mitigate identity theft in connection with certain 
existing accounts or the opening of new accounts. The rules included 
guidelines to assist entities in the formulation and maintenance of 
programs that would satisfy the requirements of the rules. Second, the 
rules established special requirements for any credit and debit card 
issuers that are subject to the Commissions' respective enforcement 
authorities, to assess the validity of notifications of changes of 
address under certain circumstances.
    Prior RFA Analysis: When the Commissions adopted the new rules on 
April 10, 2013, the Commission published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 34-69359, available at: 
https://www.federalregister.gov/documents/2013/04/19/2013-08830/identity-theft-red-flags-rules. The Commission received no comments on 
its Initial Regulatory Flexibility Analysis published in the proposing 
release, Release No. IC-29969 (Feb.27, 2012), available at: https://www.federalregister.gov/documents/2012/03/06/2012-5157/identity-theft-red-flags-rules.
* * * * *
    Title: Lost Securityholders and Unresponsive Payees.
    Citation: 17 CFR 240.15b1-6 and 17 CFR 240.17Ad-17.
    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 
78k, 78k-1, 78l, 78ll, 78m, 78mm, 78n, 78n-1, 78o, 78o-4, 78p, 78q, 
78q-1, 78s, 78u-5, 78w, 78x, 80a-20, 80a- 23, 80a-29, 80a-37, 80b-3, 
80b-4, 80b-11, and 7201 et seq., 18 U.S.C. 1350, and 12 U.S.C. 
5221(e)(3), unless otherwise noted.
    Description: The Commission adopted amendments to Rule 17Ad-17 to 
implement the requirements of Section 929W of the Dodd-Frank Act. 
Section 929W added to Section 17A of the Exchange Act subsection (g), 
``Due Diligence for the Delivery of Dividends, Interest, and Other 
Valuable Property Rights,'' which directs the Commission to revise 
Exchange Act Rule 17Ad-17, ``Transfer Agents' Obligation to Search for 
Lost Securityholders'' to: extend the requirements of Rule 17Ad-17 to 
search

[[Page 74060]]

for lost securityholders from only recordkeeping transfer agents to 
brokers and dealers as well; add a requirement that ``paying agents'' 
notify ``unresponsive payees'' that a paying agent has sent a 
securityholder a check that has not yet been negotiated; and add 
certain other provisions. The Commission also adopted conforming 
amendment to Rule 17Ad-7(i) and new Rule 15b1-6, a technical rule to 
help ensure that brokers and dealers have notice of their new 
obligations with respect to lost securityholders and unresponsive 
payees.
    Prior RFA Analysis: When the Commission adopted the rule amendments 
on January 16, 2013, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release No. 34-68668, available at: 
https://www.federalregister.gov/documents/2013/01/23/2013-01269/lost-securityholders-and-unresponsive-payees. The Commission solicited 
comment on the Initial Regulatory Flexibility Analysis included in the 
proposing release, Release No. 34-64099 (March 18, 2011), available at: 
https://www.federalregister.gov/documents/2011/03/25/2011-6940/rule-17ad-17-transfer-agents-brokers-and-dealers-obligation-to-search-for-lost-securityholders, and considered comments received at that time.
* * * * *

    By the Commission.

    Dated: November 28, 2022
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-26133 Filed 12-1-22; 8:45 am]
BILLING CODE 8011-01-P


