March 21, 2022

SEC Rulemaking: How Does the Sausage Get Made?

To someone who doesn’t spend their days advising on securities law compliance, the procedural ins & outs of the Commission’s rulemaking might seem about as interesting as watching paint dry. But around here, we get pretty jazzed about the nuances, and it’s not just because Schoolhouse Rock was one of the most impactful shows of my childhood.

Dave, Alan, and many of our speakers and members have spent big parts of their career on the Staff, where they have had a hand in creating and interpreting rules and regulations. Many of our members also actively participate in the rulemaking process through comments and meetings. We share details that a lot of folks gloss over because our community is so involved and because the backstory can be important to understanding why a rule turned out the way it did and how the SEC wants it to be applied. We’ve written about:

Duration of the comment period

“Astroturf” comments

Impact of Federal Register delays

SEC Roundtables

Concept Releases

– “Interim final” rules

Effective dates vs. compliance dates

A lot goes in to the rulemaking process, with the goal of creating disclosure rules that are both workable for companies and informative to investors, to support the SEC’s 3-part mission. For a great “101” of how the SEC rulemaking process works, check out this 2-minute video from Persefoni’s Kristina Wyatt.

Liz Dunshee