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 2022. 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 that are 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 thirty-five rules relating to such matters as enhancing investor protections in initial public offerings by special purpose acquisition companies, requiring registrants to provide certain climate-related information in their registration statements and annual reports, and standardizing disclosures regarding cybersecurity risk management. However, during 2022, there were only seventeen final regulations adopted by the Commission.
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 rulemaking, 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.