The Securities and Exchange Commission publishes its Unified Agenda of Regulatory and Deregulatory Action List annually, setting up items that the SEC is working on or thinking about working on. Occasionally, we learn of something new. Usually, it’s a fairly boring exercise to meet the requirements under the Administrative Procedure Act.
There was one surprise for private funds on the list: Exempt Offerings
“The Division is considering recommending that the Commission seek public comment on ways to further update the Commission’s rules related to exempt offerings to more effectively promote investor protection, including updating the financial thresholds in the accredited investor definition, ensuring appropriate access to and enhancing the information available regarding Regulation D offerings, and amendments related to the integration framework for registered and exempt offerings.”
A surprise, but not really. Exempt offerings are right in the middle of the cross purposes of protecting investors and creating efficient capital markets.
The big surprise was that two of the SEC Commissioners published a criticism of the agenda. Commissioners Peirce and Roisman take issue with the agenda revisiting the recently adopted changes to the accredited investor definition. They also note the inclusion of the Proxy Rules, Resource Extraction Payments and the whistleblower rules.
“As far as we can tell, the agency has received no new information which would warrant opening up any of these rules for further changes at this time. We are disappointed that the Commission would dedicate our scarce resources to rehashing newly completed rules.”
Looks like the new SEC is off to a rock start under the Chair Gensler.
Sources:
- SEC Agency Rule List
- Moving Forward or Falling Back? Statement on Chair Gensler’s Regulatory Agenda
- Accredited Investor Definition, Rel. No. 33-10824 (Aug. 26, 2020)
- Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets, Rel. No. 33-10884 (Nov. 2, 2020)