On January 4, 2023, the Office of Information and Regulatory Affairs released the Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions, which includes, among other things, the SEC’s semi-annual regulatory agenda. The agenda outlines the SEC’s rulemaking priorities for 2023 and, as noted below, includes a potential proposal on disclosures for resource-extraction issuers and other proposals affecting capital markets more broadly.

There are 52 items on the agenda, with 23 items at proposed rulemaking stage and 29 items at the final rule stage.  Potential proposals include proposals regarding:

• corporate board diversity disclosures;

• human capital management disclosures;

• amendments to Regulation D, including updates to the accredited investor definition;

• amendments to the “held of record” definition for purposes of Section 12(g) of the Exchange Act;

• implementation of the prohibition under Section 621 of the Dodd-Frank on material conflicts of interest in connection with certain securitizations;

• cybersecurity risk disclosures;

• exchange-traded products;

• clearance of certain trades and repo transactions involving government securities; and

• various measures affecting investment advisers and capital markets structure.

According to the agenda, the SEC’s Division of Corporation Finance (CorpFin) is considering recommending that the SEC review rules under Section 1504 of the Dodd-Frank Act to determine if additional amendments might be appropriate. The current rules require resource-extraction issuers to disclose annual payments to U.S. or foreign governments in connection with the commercial development of oil, natural gas or minerals. The current rules were adopted by the SEC in December 2020 by a 3-2 vote with the SEC’s two Republican commissioners at the time and then-serving SEC Chairman Jay Clayton voting for adoption of the rules over the dissents of the SEC’s two Democratic commissioners.

Appearing for the first time in the agenda are proposals relating to amendments to the SEC’s Rules of Practice and amendments to the SEC’s Privacy Act regulations.  CorpFin is considering recommending that the SEC propose amendments to:

• the Rules of Practice regarding, among other things, service of SEC Orders Instituting Proceedings (OIPs) to align the service requirements governing OIPs with the service requirements that govern related actions in federal court; and

• the Privacy Act regulations to update, clarify, and streamline the regulations to simplify the processes for submitting and receiving responses to Privacy Act inquiries, requests and administrative appeals, among other things.

In a statement release on January 4, SEC Chairman Gary Gensler said, “The SEC’s regulatory actions on this unified agenda would help make our markets more efficient, resilient, and fair, including through rulemaking items we have been directed by Congress to implement.  Taken together, the items on this agenda would advance our three-part mission: to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.”

The Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions may be viewed here, and Chair Gensler’s statement may be viewed here.

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