The U.S. Securities and Exchange Commission ("SEC" or "Commission") is proposing to adopt new rules, amend existing rules, amend the existing form for registration with the Commission as a transfer agent (Form TA-1) and the existing form for reporting activities of transfer agents (Form TA-2), and rescind an existing rule governing registered transfer agents. The proposals are designed to modernize the rules governing registered transfer agents.

The Securities and Exchange Commission ("Commission") is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets. The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions. The proposed rules would be set forth in a new regulation titled "Regulation Crypto Assets" and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The proposed rules also would include a conditional safe harbor from the term "investment contract" in the definitions of "security" in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of "security."

The Securities and Exchange Commission (the "SEC" or the "Commission") is proposing Regulation E-Delivery. The proposed rule sets forth conditions for covered entities to deliver covered information to covered recipients electronically without first obtaining their affirmative consent. The proposed rule further establishes conditions under which the Commission would consider delivery requirements under the Federal securities laws to be satisfied by electronic delivery. The Commission also is proposing to rescind the rule providing alternative means for registered investment companies to satisfy shareholder report transmission requirements, and to amend rules addressing the dissemination of proxy materials and tender offer materials.

The OCC, Board, FDIC, NCUA, CFPB, FHFA, CFTC, SEC, and Treasury are publishing a final joint rule to establish data standards to promote interoperability of financial regulatory data across these agencies. The standards established pursuant to this joint rule will later be considered for potential incorporation (to the extent feasible) into data standards to be adopted for certain collections of information in separate rulemakings by the agencies or through other actions taken by the agencies. At the effective date, the joint rule will not change any reporting requirements without further action by the agencies. The agencies are publishing this joint rule as required by the Financial Data Transparency Act of 2022.

The Securities and Exchange Commission (the "Commission" or the "SEC") requests public comment on exchange-traded funds ("ETFs") seeking to invest in innovative asset classes or engage in novel investment strategies. We seek comment on ways to facilitate innovation in the ETF space while protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation.

The Securities and Exchange Commission ("Commission") proposes amendments to streamline filer statuses for Securities Exchange Act of 1934 ("Exchange Act") reporting companies into two primary categories: large accelerated filers and non-accelerated filers. The Commission further proposes to raise the threshold and seasoning requirements for large accelerated filer status and extend certain existing accommodations and scaled disclosures, including those for smaller reporting companies and emerging growth companies, to all non-accelerated filers, while continuing to require compliance with non-scaled disclosure from large accelerated filers. The Commission also proposes to extend the deadlines to file periodic reports for the smallest non-accelerated filers, as measured by total assets. Finally, the Commission also proposes to update the rules that define which issuers are considered small entities for purposes of the Regulatory Flexibility Act ("RFA").

The Securities and Exchange Commission ("Commission") is proposing amendments that are intended to facilitate capital formation in the public securities markets. Specifically, the proposed amendments would make Form S-3 and the ability to conduct shelf offerings available to significantly more issuers, extend certain benefits currently reserved for "well-known seasoned issuers" to a broader set of issuers, and modernize Form S-1 by expanding the ability to incorporate information by reference into that form. The proposed amendments also would make conforming changes to the registration, communication, and offering process for certain business development companies and registered closed-end investment companies that register securities on Form N-2. We also are proposing to amend the communication rules to permit broad-based advertising for certain insurance products. In addition, we are proposing certain other amendments that are intended to modernize certain rules. Finally, to mitigate the costs and complexity of conducting a registered offering, the proposed amendments would preempt State securities law registration and qualification requirements for all registered offerings.