Survey - Federal Regulation of Securities: Introduction

Introduction

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal securities law and regulation during 2021. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments.

The Review is written from the perspective of practitioners in the fields of corporate and securities law. This results in an emphasis on significant developments under the federal securities laws relating to companies, shareholders, and their respective counsel. Our discussion is limited to those developments that are of greatest interest to a wide range of practitioners and addresses only final rules.

Given the changes in administration, the new chair of the U.S. Securities and Exchange Commission (the “Commission”), Gary Gensler, was not confirmed until April 2021. As a result, during 2021, much of the Commission’s rulemaking activity was undertaken toward the latter half of the year. The Commission proposed a number of rules relating to such matters as the reporting of securities loans, share repurchase disclosure modernization, money market reforms, and the reporting of security-based swap positions. However, there were few final regulations adopted during the 2021 calendar year.

Generally, the Review does not discuss proposed regulations or rules that are narrowly focused. For example, the Review generally does not address regulation of over-the-counter derivatives, hedge fund and other private fund related rule-making, or rulemaking related to registered investment companies, registered investment advisers, registered broker-dealers, or municipal advisors. Cases are chosen for both their legal concept as well as factual background. While the Subcommittee tries to avoid making editorial comments regarding regulations, rules, or cases, we have attempted to provide a practical analysis of the impact of the developments in the law and regulations on the day-to-day practice of securities lawyers.