January 16, 2015
Trimming Back Dodd-Frank
Posted by Christine Hurt

Glass-Steagall may have lasted only 65 years, but the actual life of the Volcker Rule may be measured in months, if at all.  Several pieces of legislation entitled "A bill to repeal the Dodd-Frank Act" have been introduced in Congress, but one bill has passed the House that seeks to dampen a handful of its provisions, including the rule requiring banks to get rid of its collateralized debt obligation businesses.  (The Promoting Job Creation and Reducing Small Business Burdens Act, H.R. 37).  However, one legislation tracking site gives the bill a 7% chance of passage.  Also, Elizabeth Warren is on the case.

For us boring Securities Regulation professors, the bill also would give the SEC more marching orders (as if they had finished their original Dodd-Frank marching orders).  Specifically, the Bill requires that the SEC:

Not later than the end of the 180-day period beginning on the date of the enactment of this Act, the Securities and Exchange Commission shall take all such actions to revise regulation S–K (17 CFR 229.10 et seq.)—
(1) to further scale or eliminate requirements of regulation S–K, in order to reduce the burden on emerging growth companies, accelerated filers, smaller reporting companies, and other smaller issuers, while still providing all material information to investors;
(2) to eliminate provisions of regulation S–K, 2 required for all issuers, that are duplicative, overlapping, outdated, or unnecessary; and
(3) for which the Commission determines that no further study under section 1003 is necessary to determine the efficacy of such revisions to regulation S–K.
STUDY ON MODERNIZATION AND SIMPLIFICATION OF REGULATION S–K. (a) STUDY.—The Securities and Exchange Commission shall carry out a study of the requirements contained in regulation S–K (17 CFR 229.10 et seq.). Such study shall
(1) determine how best to modernize and simplify such requirements in a manner that reduces the costs and burdens on issuers while still providing all material information;
(2) emphasize a company by company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants; and
(3) evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information.
REPORT.—Not later than the end of the 360-day period beginning on the date of enactment of this Act, theCommission shall issue a report to the Congress containing—
(1) all findings and determinations made in carrying out the study required under subsection (a)
(2) specific and detailed recommendations on modernizing and simplifying the requirements in regulation S–K in a manner that reduces the costs and burdens on companies while still providing all material information; and (3) specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information.
RULEMAKING.—Not later than the end of the 360-day period beginning on the date that the report is issued to the Congress under subsection (c), the Commission shall issue a proposed rule to implement the recommendations of the report issued under subsection (c). 

Wouldn't that be awesome? Why hasn't Congress done that before -- told the SEC to make Regulation S-K easier, clearer, shorter, but still as effective? I can't wait to see what happens.

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