On December 6, 2023, the SEC's Fall 2023 Reg Flex Agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. Of particular note, the expected adoption of final climate disclosure rules has been moved to April 2024, which is more than a year past the initial proposed adoption timeframe.1
Other changes of note include moving proposed dates for final rules on SPACs and 14a-8 amendments, both to April 2024 (from October 2023), and proposed rules on human capital management disclosure to April 2024 (from October 2023) and corporate board diversity to October 2024 (April 2024). The Reg Flex Agenda timeframes are merely an estimate, not a guarantee of when, or if, the SEC will act.
The announced delays follow the Fifth Circuit decision that stayed the SEC’s recently-adopted share repurchase disclosure rules2 and are a welcome development for US public companies facing increasingly prescriptive requirements adopted by the SEC in recent years.3
SEC Chair Gary Gensler made a brief statement about the Reg Flex Agenda, noting that the SEC was "updating [its] rules for the technology and business models of the 2020s...[and] to promote the efficiency, integrity, and resiliency of the markets." Below please find a summary of the timeframes announced:
Expected Action Date
Adoption of final climate disclosure rules
April 2024 (more than a year past the initial proposed adoption timeframe)4
Adoption of final rules on SPACs
Adoption of final 14a-8 shareholder proposal rule amendments (domestic issuers only)
Proposal of human capital management disclosure rules
Proposal of corporate board diversity rules
1 Previously, the SEC had announced that final rules were expected in October 2023 based on the Spring 2023 Reg Flex Agenda.
2 On December 1, 2023, the SEC's Office of General Counsel submitted a letter to the court in which the agency conceded that it was "not able to 'to correct the defects in the rule,' … within 30 days of the Court's opinion."
3 For example, beneficial ownership reporting changes, cybersecurity disclosure requirements, clawback rules and amendments to Rule 10b5-1.
4 We expect transition periods to be included in any final rules, although the SEC does not provide information on these periods until final rules are adopted.
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