Since the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) in July 2010, public companies have had to keep track of numerous rulemakings promulgated by the Securities and Exchange Commission (SEC). These include rulemakings mandated by the Dodd-Frank Act, the Jumpstart Our Business Start-Ups Act in 2012 (the JOBS Act) and the Fixing America’s Surface Transportation Act of 2016 (the FAST Act), as well as other SEC rulemakings without a Congressional mandate.
The tables that follow provide the current status of some of the more prominent SEC rulemakings, separated into those that have been adopted, those that have been proposed, and those in the pre-proposal stage. This is only a high-level summary of the rulemakings and if you would like additional information about the adopted rules or to receive notifications when developments occur on pending rulemakings, please feel free to reach out to a member of our Capital Markets team.
Adopted Rules
| Rule | Category | Summary | Current Status |
| Regulation A+ | Capital Raising | In March 2015, the SEC adopted final rules to facilitate additional capital formation by updating and expanding Regulation A, an existing exemption from registration for smaller issuers of securities. The new rules, often referred to as Regulation A+, enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements. | Adopted in March 2015 and in effect. Adopting Release Client Alert |
| Pay Ratio Disclosure | Executive Compensation | In August 2015, the SEC adopted a final rule that requires a public company to disclose the ratio of the compensation of its chief executive officer (CEO) to the median compensation of its employees. | Adopted in August 2015. Companies will be required to provide disclosure of their pay ratios for their first fiscal year beginning on or after Jan. 1, 2017 (i.e., the 2018 proxy season for most companies). Adopting Release Client Alert |
| Crowdfunding | Capital Raising | In October 2015, the SEC adopted final rules to permit companies to offer and sell securities through crowdfunding. | Adopted in October 2015 and in effect. Adopting Release |
| Simplification of Disclosure Requirements for Emerging Growth Companies (EGCs) and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies | Disclosure Effectiveness | In January 2016, the SEC adopted final rules that revise SEC Forms S-1 and F-1 to permit EGCs to omit financial information for certain historical periods and revise Form S-1 to permit forward incorporation by reference for smaller reporting companies. | Adopted in January 2016 and in effect. Adopting Release |
| Changes to Exchange Act Registration Requirements | Exchange Act Registration | In May 2016, the SEC adopted final rules to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were set forth in the JOBS Act and the FAST Act. In addition, the amendments revise the definition of “held of record” in Rule 12g5-1 under the Exchange Act, in accordance with the JOBS Act, to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non-exclusive safe harbor for determining whether securities are “held of record” for purposes of registration under Exchange Act Section 12(g). | Adopted in May 2016 and in effect. Adopting Release |
| Form 10-K Summary | Disclosure Effectiveness | In June 2016, the SEC adopted a final rule that provides that a company may, at its option, include a summary in its Form 10–K provided that each item in the summary includes a cross-reference by hyperlink to the material contained in the registrant’s Form 10–K to which such item relates. | Adopted in June 2016 and in effect. Adopting Release |
Proposed Rules
| Rule | Category | Summary | Current Status |
| Employee and Director Hedging Disclosure | Hedging Disclosure | In February 2015, the SEC issued proposed rules that, if adopted, would require disclosure in proxy and information statements about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors. | Proposed in February 2015. Proposing Release |
| Pay vs. Performance | Executive Compensation | In April 2015, the SEC issued proposed rules that, if adopted, would require companies to provide new tabular disclosure in proxy and information statements of the relationship between executive compensation actually paid by a company and the company’s financial performance. | Proposed in April 2015. Proposing Release Client Alert |
| Incentive-Based Compensation Clawback Policy | Executive Compensation | In July 2015, the SEC issued proposed rules that would require listed companies to adopt and enforce clawback policies applicable to incentive-based compensation received by current and former executive officers during the three-year period preceding the date the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. | Proposed in July 2015. Proposing Release |
| Proposed Rule Amendments to Facilitate Intrastate and Regional Securities Offerings | Capital Raising | In October 2015, the SEC issued proposed amendments to the intrastate securities offering rule to establish a new exemption to facilitate capital formation, including through offerings relying upon recently adopted intrastate crowdfunding provisions under state securities laws. The SEC also proposed amendments to Rule 504 of Regulation D under the Securities Act to increase the aggregate amount of securities that may be offered and sold in any 12-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings. | Proposed in October 2015. Adopting Release |
| Amendments to Smaller Reporting Company Definition | Filer Status | In June 2016, the SEC proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition to up to $250 million, as compared to the $75 million threshold under the current definition. | Proposed in June 2016. Proposing Release |
| Modernization of Property Disclosure for Mining Registrants | Disclosure Effectiveness | In July 2016, the SEC proposed amendments to the property disclosure requirements for mining registrants. | Proposed in July 2016. Proposing Release |
| Disclosure Updated and Simplication | Disclosure Effectiveness | In July 2016, the SEC voted to propose amendments to eliminate redundant, overlapping, outdated or superseded provisions, in light of subsequent changes to SEC disclosure requirements, U.S. GAAP, International Financial Reporting Standards (IFRS), and technology. | Proposed in July 2016. Proposing Release |
| Exhibit Hyperlinks and HTML Format | Disclosure Effectiveness | In August 2016, the SEC proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. |
Proposed in August 2016.
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Concept Release and Requests for Comment (Pre-Proposal Stage)
| Audit Committee Disclosures | Audit Committee Disclosures | In July 2015, the SEC published a concept release seeking public comment on audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the independent auditor. | Concept release published in July 2015. Concept Release |
| Request for Comment on the Effectiveness of Financial Disclosures about Entities other than the Registrant (Regulation S-X) | Disclosure Effectiveness | In September 2015, the SEC published a request for comment on the financial disclosure requirements in Regulation S-X for certain entities other than a registrant. | Request for comment published in September 2015. Request for Comment |
| Public Comment on Business and Financial Disclosure Requirements in Regulation S-K | Disclosure Effectiveness | In April 2016, the SEC published a concept release seeking public comment on modernizing certain business and financial disclosure requirements in Regulation S-K. | Concept release published in April 2016. Concept Release |
| Request for Comment on Subpart 400 of Regulation S-K Disclosure Requirements Relating to Management, Certain Security Holders and Corporate Governance Matters | Disclosure Effectiveness | In August 2016, the SEC published a request for comment on the disclosure requirements in Subpart 400 of Regulation S-K, including those relating to management, certain security holders and corporate governance matters. | Request for comment published in August 2016. Request for Comment |