May 9, 2023
SEC Rulemaking: What About Cyber & SPACs?
With such an active SEC, it can be easy to lose track of what’s still in the queue. When SEC Chair Gary Gensler last shared his agenda, John noted that it targeted finalizing several rules in or around Q1:
– Climate Change Disclosure (April 2023)
– Cybersecurity Risk Governance (April 2023)
– Special Purpose Acquisition Companies (April 2023)
– Modernization of Beneficial Ownership Reporting (April 2023)
– Share Repurchase Disclosure Modernization (April 2023)
We’ve already said more than enough today about climate disclosure. Within the past two weeks, the SEC has reopened the comment period for the beneficial ownership reporting rules and adopted final rules for share repurchase disclosures (mark your calendars for our May 24th webcast).
The Commission’s progress on Chair Gensler’s “to-do list” has left many folks wondering, what about cyber & SPACs? At the ABA’s spring meeting, Corp Fin Director Erik Gerding said he did not expect SPACs to drop off the rulemaking agenda. Even though these deals have largely evaporated for the moment, the market is cyclical and there would be a benefit to having rules in place if the trend comes back to life.
For cyber, I have not seen any recent clues. Maybe we will see an open meeting announcement sometime soon, or maybe this will be part of the upcoming Reg Flex Agenda that is expected soon. It’s worth noting that the general topic is still very much on the SEC’s radar: in March, it proposed rules and reopened the comment period for cyber-related rules that would apply to investment advisers, brokers, transfer agents and others (here are memos). Comments for that are due in June.
It’s also worth noting – for what is probably the millionth time on this blog – that the Reg Flex Agenda simply reflects the priorities of the current SEC Chair and isn’t binding. The dates also tend to signify general time-frames versus specific monthly targets. So, while the Reg Flex can give insight, and the SEC certainly has been making progress on priorities announced earlier this year (including expected proposals), it unfortunately is not a definitive guide for anyone trying to predict SEC rulemaking for purposes of specific board agendas, budget and workflow.
– Liz Dunshee