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    The Business Lawyer

    Summer 2024 | Volume 79, Issue 3

    Annual Review of Federal Securities Regulation

    Subcommittee on Annual Review of Federal Securities Regulation, Committee on Federal Regulation of Securities, ABA Business Law Section

    Sep 06, 2024

    4 min read

    Auditing & Accounting Broker-Dealer Regulation Cybersecurity Internet Law & Cybersecurity Securities Law Securities Regulation Securitization

    Abstract

    • This Annual Review ("Review") covers significant developments in federal securities law and regulation during 2023. 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 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. The Review does not discuss proposed regulations or rules that are narrowly focused. Cases are chosen for both their legal concept as well as factual background.
    Annual Review of Federal Securities Regulation
    iStock.com/Lan Zhang

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    Introduction

    This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of Federal Securities Regulation (“Subcommittee”) of the ABA Business Law Section’s Committee on Federal Regulation of Securities. The Review is a survey of significant developments in federal securities laws and regulations, as well as developments relating to accounting pronouncements and securities litigation matters, in 2023. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments.

    The Review is prepared by and for securities practitioners and securities litigators. 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 of greatest interest to a wide range of practitioners and addresses only final rules.

    The U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed eighteen rules relating to such matters as supplemental standards of ethical conduct for members and employees of the SEC, modernization of beneficial ownership reporting, and cybersecurity risk management, strategy, governance, and incident disclosure. The Commission issued twenty-five final rules in 2023, two of which were proposed during 2023.

    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 concepts as well as factual background. While the Subcommittee tries to avoid making editorial comments regarding regulations, rules, or cases, we attempt 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.

    Regulatory Developments 2023

    This section covers federal securities regulations. The topics include shortening the securities transaction settlement cycle, extending form 144 EDGAR filing hours, and share repurchase disclosure modernization.

    Accounting Developments 2023

    In 2023, the Financial Accounting Standards Board (the “FASB”) issued nine Accounting Standards Updates (“ASUs”) to its Accounting Standards Codification (“ASC” or the “Codification”) compared with six ASUs in 2022. This section examines the nine ASUs.

    Caselaw Developments 2023

    This section provides summary and light analysis of Supreme Court and federal Court of Appeals cases from 2023 addressing securities law issues.

    Anna T. Pinedo, chair of the Subcommittee on Annual Review of Federal Securities Regulation (“Subcommittee”), Committee on Federal Regulation of Securities, ABA Business Law Section, is a member of the New York bar, a partner in the Global Capital Markets practice at Mayer Brown LLP, and an adjunct professor at the George Washington University Law School. Gonzalo Go, vice chair of the Subcommittee, is a member of the New York bar and an associate at Mayer Brown LLP. Kimberly Ayudant is a member of the New York bar and an associate at Mayer Brown LLP. Edward S. Best is a member of the New York and Illinois bars, and a partner and the chair of the Global Capital Markets practice at Mayer Brown LLP. Chandra Burns is a member of the Pennsylvania bar and a counsel at Erie Insurance Group. Frederick Ryan Castillo is a member of the New York bar, a partner at Mayer Brown LLP and an adjunct professor at the George Washington University School of Law. Lawrence A. Cunningham is a member of the New York bar and the Henry St. George Tucker II Research Professor of Law Emeritus at the George Washington University Law School. Rajesh De is a member of the Washington D.C. bar and a partner at Mayer Brown LLP. Curtis A. Doty is a member of the Washington D.C. and New York bars and a partner at Mayer Brown LLP. Evan J. Eldridge is a member of the New York bar and an associate at Mayer Brown LLP. William O. Fisher is a member of the California bar and has taught as a visiting associate professor at the Tulane Law School, was a tenured professor at the University of Richmond School of Law, and a visiting professor at University of Nebraska College of Law. Christopher B. Horn is a member of the New York and Illinois bars, a partner at Cadwalader, Wickersham & Taft LLP and an adjunct professor at the New York University School of Law. K.P. Ifediba is a law clerk at Mayer Brown LLP. Marc X.W. Leong is a member of the New York bar and an associate at Mayer Brown LLP. Stephen Lilley is a member of the California and Washington D.C. bars and a partner at Mayer Brown LLP. Stuart M. Litwin is a member of the Illinois bar and a partner at Mayer Brown LLP. Randal D. McClanahan is a member of the Alabama bar and a partner at Butler Snow LLP. Andrew J. Noreuil is a member of the New York and Illinois bars and a partner at Mayer Brown LLP. Robert J. Nowlin is a Senior Director at Ankura Consulting Group, LLC. Lahdan S. Rahmati is a member of the Washington D.C. and California bars and an attorney-adviser at the U.S. Securities and Exchange Commission. Laura D. Richman is a member of the Illinois bar and a retired counsel at Mayer Brown LLP. Dominique Shelton Liepzig is a member of the California bar and a partner at Mayer Brown LLP. Michelle M. Stasny is a member of the New York and Washington D.C. bars and a counsel at Mayer Brown LLP. Thomas W. White is a member of the Washington D.C., New York, and Virginia bars, a retired partner at Wilmer Cutler Pickering Hale and Dorr LLP, and a lecturer at Columbia Law School. Alan J. Wilson is a member of the Washington D.C. and New York bars and a partner at Wilmer Cutler Pickering Hale and Dorr LLP.