Corp Fin Director Jim Moloney is a SoCal guy, so it’s not surprising that, in a recent statement, he delivered a series of Hollywood-style teasers for the SEC’s regulatory agenda. Here’s how he teed up his discussion of the agency’s “coming attractions”:

Steven Spielberg is directing a movie called Disclosure Day, coming this summer to a theater near you. As I keep telling my team, the changes you will see emerge from the Securities and Exchange Commission by way of the Division of Corporation Finance (the “Division”) will be the equivalent of a series of blockbuster movies, reminiscent of Spielberg’s greatest hits. He may have already taken the perfect title for one of our movies, but you can expect our very own “disclosure day” releases. And while Spielberg and I have very different plots in mind for our productions, I promise you that our releases will be just as thrilling. It’s time to leave some of these burdensome regulations on the cutting room floor.

Director Moloney then got down to specifics, which included Spielberg references aplenty! Here are some of the highlights:

– Crypto: Director Moloney recalled Commissioner Uyeda’s remarks comparing what the crypto industry has been dealing with from a regulatory standpoint to Jaws – “a dangerous sea with the ever-lurking threat of regulation by enforcement.” He said that Corp Fin is preparing to address that through interpretive guidance providing a taxonomy for crypto assets and a framework for determining when those assets are securities.

For those crypto assets that involve investment contracts, Corp Fin is also “working on a proposal that will seek to provide a rational regulatory structure for the offer and sale of those securities.”  Hearing all this after the Gensler years, I bet the crypto bros feel like they’re living a true “Cinderella Story” that will help warm their hearts while they endure yet another bitterly cold crypto winter.

– Reg S-K: Director Moloney kicked off his comments on S-K reform by noting how shocked securities lawyers of another era would be if they were transported here, like E.T., and discovered how SEC disclosure documents have been transformed: “The overall length of proxy statements and periodic filings – not to mention compliance costs – have skyrocketed over the past decades, creating massive documents that would be alien to those who created our disclosure regime.” If that remark doesn’t resonate with securities lawyers enough to have a chorus of them chiming in with “I’m Spartacus!” I’ll eat my hat.

Getting down to brass tacks, Director Moloney went on to say that the SEC is looking for “targeted, concrete recommendations to reduce immaterial disclosure and encourage companies to focus on information that is material to investors.”  This is a once in a lifetime opportunity, gang – so get your pencils out!

– Semi-Annual Reporting.  Director Moloney supplied another Hollywood analogy for past efforts at revamping quarterly disclosure requirements, comparing them to Spielberg’s 2004 film “The Terminal.” That film recounts the story of a man trapped indefinitely at JFK airport by politics & bureaucracy. He went on to say that the SEC means business this time and observed that “It’s time to leave the airport at last and travel forward with a formal rulemaking.”

– Foreign Private Issuers.  Director Moloney said that Corp Fin was scrambling to adopt rules surrounding the new Section 16(a) reporting obligations imposed on directors and officers of foreign private issuers, and also discussed the Commission’s review of input received on its concept release on FPIs.  He said that Corp Fin was wrapping up its review of comments received on the release and was preparing a recommendation to the Commission on a rule proposal.

In his discussion of FPI rulemaking, Director Moloney said that as in Indiana Jones, “distant foreign lands offer unexpected changes, excitement, and adventure.” My guess is that some of these current & potential changes in the rules may make the FPIs on the receiving end of them feel as dislocated as the newcomers to America in Jim Jarmusch’s “Stranger than Paradise.”

Director Moloney went on to say that we “shouldn’t expect a quiet summer ahead,” and that in addition to this series of rulemaking blockbusters, we should expect “a steady stream” of staff guidance in the coming months “that will continue to help companies, their advisors, investors, and other market participants more efficiently navigate our rules.”

He closed out his statement by noting Corp Fin’s disclosure review program and the status of efforts by the staff to claw their way out of the backlog created by the government shutdown, and discussing the results (so far) of Corp Fin’s decision to back away from refereeing the shareholder proposal process. I could discuss these parts of his statement in more detail, but this blog is long enough and when you get to Jim Jarmusch, you know you’re running out of movie references.

Suffice it to say that the SEC has a ton on its plate – and it looks like a lot of this is going to end up on all of our plates over the course of the next several months. Gosh, if only there was a conference in the fall that brought together the top securities lawyers in the country to share their insights about all the regulatory developments that are going to unfold over the course of the next few quarters. . . Oh, wait a minute – I just remembered, there is one!

– John Jenkins