SEC Testifies Before Congress & Updates from the Division of Corporation Finance

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Mayer Brown Free Writings + Perspectives

[co-author: Carlos Juarez]

The Chair and Commissioners of the Securities and Exchange Commission testified before the US House of Representatives Committee on Financial Services on September 24, 2024. The SEC’s testimony provided updates on market conditions and highlighted key developments in the Commission’s rulemaking activities over the past year.

The SEC noted that the US capital markets makes up 40% of the world’s capital markets. About 58% of US households own stocks and over 50% of US households own registered funds. Registered investment advisers advise on over $37 trillion in registered funds, $27 trillion in private funds, and $49 trillion in separately managed accounts.

The testimony also outlined the broad scope of the SEC’s responsibilities. The SEC oversees over 40,000 entities, including 13,000 registered funds, 15,400 investment advisers, 3,400 broker-dealers, 25 national securities exchanges, 108 alternative trading systems, 10 credit rating agencies, and six active registered clearing agencies, among other external entities.

In its testimony, the SEC included an update from the Division of Corporation Finance (“Corp Fin”). In 2023, approximately 7,400 actively reporting issuers were subject to oversight by the Division of Corporate Finance’s Disclosure Review Program, with over 4,000 listed on US exchanges. Corp Fin reviewed the filings of over 3,700 reporting companies and new issuers in 2023. Below is a summary of Corp Fin’s rulemaking activity referenced in the SEC’s testimony along with links to our Legal Updates on the rules:

  • Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure Final Rules (July 2023). The SEC began requiring registrants to disclose material cybersecurity incidents they experience and requiring registrants to disclose material information regarding their cybersecurity risk management, strategy, and governance on an annual basis. Read our Legal Update.
  • Prohibition Against Conflicts of Interest in Certain Securitizations Final Rules (November 2023). As mandated by Dodd-Frank, the SEC adopted rules regarding conflicts of interest in the securitization market, with compliance required starting in June 2025. Read our White Paper.
  • The Enhancement and Standardization of Climate-Related Disclosures for Investors Final Rules (March 2024). The SEC adopted rules to standardize climate-related risk disclosures by public companies and in public offerings. However, after multiple lawsuits challenging the rule were consolidated into a case in the Eighth Circuit, the SEC stayed its rule pending the resolution of the challenges. Read our Legal Update.
  • SPACs, Shell Companies, and Projections Final Rules (July 2024). The SEC implemented its final rules regarding disclosures by special purpose acquisition companies (SPACs), both when going public as well as when engaging in a business combination transaction with a target company (de-SPAC transactions). Read our Legal Update.
  • Exchange Listing Rules on Clawbacks of Executive Compensation (October 2023). The SEC adopted rules requiring companies to implement policies for reclaiming executive compensation in cases of financial restatements, with issuer disclosure requirements starting in 2024. Read our Legal Update.
  • Amendments to Rule 10b5-1 (December 2022). The SEC updated rules regarding how corporate insiders trade their own company’s stock were phased in April 2023. Read our Legal Update.
  • Beneficial Ownership Reporting Deadlines (October 2023). The SEC adopted rules shortening the deadlines for beneficial ownersto publicly disclose their holdings, with compliance starting in February 2024. Read our Legal Update.
  • Most recently, consistent with Congress’s mandate in the Financial Data Transparency Act of 2022, the SEC and eight other federal financial regulators proposed joint data standards for data submitted to the nine financial regulators to promote the interoperability of financial regulatory data. Read more about the proposal.

The SEC’s testimony also reviewed the accomplishments of the Divisions of Investment Management, Trading and Markets, Economic and Risk Analysis, Examinations, and Enforcement, which we cover in a separate post.

Read the Commission’s full testimony.

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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