[Federal Register Volume 76, Number 176 (Monday, September 12, 2011)]
[Proposed Rules]
[Pages 56128-56130]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-23179]



17 CFR Chapter II

[Release Nos. 33-9257; 34-65262; 39-2479; IA-3271; IC-29781; File No. 

Retrospective Review of Existing Regulations

AGENCY: Securities and Exchange Commission.

ACTION: Request for information.


SUMMARY: On July 11, 2011, the President issued Executive Order 13579, 
``Regulation and Independent Regulatory Agencies,'' which, among other 
things, states that independent regulatory agencies, no less than 
executive agencies, should promote the goal, set forth in Executive 
Order 13563 of January 18, 2011, of a regulatory system that protects 
``public health, welfare, safety, and our environment while promoting 
economic growth, innovation, competitiveness, and job creation.'' In 
furtherance of its ongoing efforts to update regulations to reflect 
market developments and changes in the regulatory landscape, and in 
light of Executive Order 13579, the Securities and Exchange Commission 
(``Commission'') invites interested members of the public to submit 
comments to assist the Commission in considering the development of a 
plan for the retrospective review of its regulations.

DATES: Comments must be submitted on or by: October 6, 2011.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an e-mail to sec.gov">[email protected]sec.gov. Please include 
File Number S7-36-11 on the subject line; or

[[Page 56129]]

     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number S7-36-11. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/other.shtml). Comments are 
also available for Web site viewing and printing in the Commission's 
Public Reference Room, 100 F Street, NE., Washington, DC 20549, on 
official business days between the hours of 10 a.m. and 3 p.m. All 
comments received will be posted without change; we do not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Robert G. Bagnall, Attorney-Fellow, 
Office of the General Counsel, 202-551-7939.


Background--Current Commission Processes for Retrospective Analysis of 
Existing Regulations

    Because today's financial markets are dynamic and fast-moving, the 
regulations affecting those markets and participants in these markets 
must be reviewed over time and revised as necessary so that the 
regulations continue to fulfill the Commission's mission. The 
Commission has long had in place formal and informal processes for the 
review of existing rules to assess the rules' continued utility and 
effectiveness in light of continuing evolution of the securities 
markets and changes in the securities laws and regulatory priorities. 
Key examples of the ongoing processes of the Commission and staff for 
review of existing rules include the following:
     The Commission and staff review existing regulations 
retrospectively as part of studies of broad substantive program areas. 
For example, in March 2011, the Commission initiated a broad review of 
offering and reporting requirements affecting issuers. The Commission 
posted a regulatory review Web page seeking suggestions from the public 
on ``modifying, streamlining, expanding, or repealing existing rules to 
better promote economic growth, innovation, competitiveness and job 
creation'' consistent with our mandates to protect investors, maintain 
fair, orderly, and efficient markets, and facilitate capital 

    \1\ See http://www.sec.gov/spotlight/regulatoryreviewcomments.shtml.

     Consistent with section 610(a) of the Regulatory 
Flexibility Act, the Commission annually reviews each of its rules that 
has become final within the past ten years. In connection with that 
review, the Commission publishes a list of the rules scheduled to be 
reviewed by the Commission staff during the next twelve months.\2\ The 
Commission's stated policy is to review all such final rules to assess 
their continued utility with a view to identifying those rules in need 
of modification or even rescission.\3\

    \2\ See, e.g., Regulatory Flexibility Agenda, Securities Act 
Release No. 9194 (March 3, 2011), 76 FR 40208 (July 7, 2011).
    \3\ When the Commission implemented the Regulatory Flexibility 
Act in 1980, it stated that it ``intend[ed] to conduct a broader 
review [than that required by that Act], with a view to identifying 
those rules in need of modification or even rescission.'' Securities 
Act Release No. 6302 (Mar. 20, 1981), 46 FR 19251 (Mar. 30, 1981).

     The Commission and staff frequently receive and consider 
suggestions to review existing rules through various types of 
communications, ranging from formal petitions for rulemaking to 
informal correspondence from investors, investor and industry groups, 
Congress, fellow regulators, the bar and the public.
     The Commission and staff frequently discuss the need to 
revisit existing rules through formal and informal public engagement, 
including advisory committees, roundtables, town hall meetings, 
speeches, conferences and other meetings.
     The Commission staff may identify existing regulations 
that may merit review through its compliance inspection and examination 
functions, enforcement investigations, and the receipt of requests for 
exemptive relief or Commission or staff guidance.
     A significant portion of the Commission's rulemaking 
activity already involves the consideration of changes to existing 
rules. Commission staff, in preparing rulemaking proposals, routinely 
consider related existing rules and assess whether to recommend changes 
to, or the elimination of, those existing rules.

Executive Order 13579

    On July 11, 2011, the President signed Executive Order 13579, 
``Regulation and Independent Regulatory Agencies.'' The Executive Order 
states that independent regulatory agencies, to facilitate the periodic 
review of existing significant regulations, ``should consider how best 
to promote retrospective analysis of rules that may be outmoded, 
ineffective, insufficient, or excessively burdensome, and to modify, 
streamline, expand, or repeal them in accordance with what has been 
learned. The review of existing rules ``should also consider 
strengthening, complementing, or modernizing rules where necessary or 
appropriate--including, if relevant, undertaking new rulemaking.'' \4\

    \4\ Memorandum for the Heads of Independent Regulatory Agencies, 
M-11-28, ``Executive Order 13579, ``Regulation and Independent 
Regulatory Agencies'' (July 22, 2011), http://www.whitehouse.gov/sites/default/files/omb/memoranda/2011/m11-28.pdf.

    Executive Order 13579 also states that, within 120 days, each 
independent agency ``should develop and release to the public a plan, 
consistent with law and reflecting its resources and regulatory 
priorities and processes, under which the agency will periodically 
review its existing significant regulations to determine whether any 
such regulations should be modified, streamlined, expanded, or repealed 
so as to make the agency's regulatory program more effective or less 
burdensome in achieving the regulatory objectives.''

Request for Comments

    In furtherance of its ongoing efforts to update regulations to 
reflect market developments and changes in the regulatory landscape, 
and in light of Executive Order 13579, the Commission invites public 
comments on the development of a plan for retrospective review of 
existing significant regulations. The Commission welcomes general 
comments on what the scope and elements of such a plan should be. In 
addition, the Commission encourages commenters to respond to the 
questions below:
    1. What factors should the Commission consider in selecting and 
prioritizing rules for review?
    2. How often should the Commission review existing rules?
    3. Should different rules be reviewed at different intervals? If 
so, which categories of rules should be reviewed more or less 
frequently, and on what basis?
    4. To what extent does relevant data exist that the Commission 
should consider in selecting and prioritizing rules for review and in 
reviewing rules, and how should the Commission assess such data in 
these processes? To what extent should these processes include

[[Page 56130]]

reviewing financial economic literature or conducting empirical 
studies? How can our review processes obtain and consider data and 
analyses that address the benefits of our rules in preventing fraud or 
other harms to our financial markets and in otherwise protecting 
    5. What can the Commission do to modify, streamline, or expand its 
regulatory review processes?
    6. How should the Commission improve public outreach and increase 
public participation in the rulemaking process?
    7. Is there any other information that the Commission should 
consider in developing and implementing a preliminary plan for 
retrospective review of regulations?
    Please note that the Commission is not soliciting comment in this 
notice on specific existing Commission rules to be considered for 
review. Any comments regarding a currently pending Commission rule 
proposal, including proposed amendments to existing rules, should be 
directed to the comment file for the relevant rule proposal.\5\

    \5\ See http://www.sec.gov/rules/submitcomments.htm.

    We anticipate that any processes set forth in a Commission plan 
will reflect constraints imposed by limits on resources and competing 
priorities.\6\ Accordingly, the Commission encourages commenters to 
consider what additional steps, if any, beyond the Commission's current 
review processes could be implemented effectively and efficiently in 
light of the Commission's overall resource constraints and 

    \6\ Executive Order 13579 states that an agency's plan should 
reflect ``its resources and regulatory priorities and processes.''

    The Commission is issuing this request for information solely for 
information and program-planning purposes. The Commission will consider 
the comments submitted and may use them as appropriate in the 
preparation of a retrospective review plan but does not anticipate 
responding to each comment submitted. While responses to this request 
do not bind the Commission to any further actions, all submissions will 
be made publicly available on [sec.gov or regulations.gov].

    By the Commission.

    Dated: September 6, 2011.

Elizabeth M. Murphy,
[FR Doc. 2011-23179 Filed 9-9-11; 8:45 am]