[Federal Register Volume 90, Number 115 (Tuesday, June 17, 2025)]
[Proposed Rules]
[Pages 25531-25533]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-11110]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 230, 232, 239, 240, 242, 249, 270, 274, 275, and
279
[Release Nos. 33-11377; 34-103247; IA-6885; IC-35635; File Nos. S7-20-
22; S7-12-23; S7-04-23; S7-04-22; S7-17-22; S7-25-22; S7-32-10; S7-18-
23; S7-32-22; S7-31-22; S7-07-23; S7-06-23; S7-02-22; S7-10-20]
RINs 3235-AM32; 3235-AM45; 3235-AM57; 3235-AM62; 3235-AM91; 3235-AM96;
3235-AN08; 3235-AN14; 3235-AN15; 3235-AN18; 3235-AN24; 3235-AN25; 3235-
AN27; 3235-AN29
Withdrawal of Proposed Regulatory Actions
AGENCY: Securities and Exchange Commission.
ACTION: Notice of withdrawal of proposed rules.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
formally withdrawing certain notices of proposed rulemaking issued
between March 2022 and November 2023. The Commission does not intend to
issue final rules with respect to these proposals. If the Commission
decides to pursue future regulatory action in any of these areas, it
will issue a new proposed rule.
DATES: The Commission is withdrawing the proposed rules published at 87
FR 45052 (July 27, 2022), 88 FR 53960 (August 9, 2023), 88 FR 14672
(March 9, 2023), 87 FR 13524 (March 9, 2022), 87 FR 36654 (June 17,
2022), 87 FR 68816 (November 16, 2022), 88 FR 41338 (June 26, 2023), 88
FR 76282 (November 6, 2023), 88 FR 5440 (January 27, 2023), 88 FR 128
(January 3, 2023), 88 FR 23146 (April 14, 2023), 88 FR 20212 (April 5,
2023), 87 FR 15496 (Mar. 18, 2022), and 85 FR 65990 (Oct. 16, 2020) as
of June 17, 2025.
FOR FURTHER INFORMATION CONTACT: For proposals recommended by the
Division of Corporation Finance, please contact: Michael Seaman, Chief
Counsel, at (202) 551-3500, Division of Corporation Finance; for
proposals recommended by the Division of Investment Management, please
contact: Brian Johnson, Assistant Director, or Brad Gude, Acting
Assistant Director, at (202) 551-6702, Office of Rulemaking, Division
of Investment Management; for proposals recommended by the Division of
Trading and Markets, please contact: Yue Ding, Assistant Director,
Legal Review Office, at (202) 551-5500, Division of Trading and
Markets, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
Background
The Commission is withdrawing the notices of proposed rulemaking
described below. The Commission does not intend to issue final rules
with respect to these proposals. If the Commission decides to pursue
future regulatory action in any of these areas, it will issue a new
proposed rule.
Substantial Implementation, Duplication, and Resubmission of
Shareholder Proposals Under Exchange Act Rule 14a-8
On July 27, 2022, the Commission published a rule proposal that
would have amended certain substantive bases for exclusion of
shareholder proposals under the Commission's shareholder proposal
rule.\1\ The proposed amendments would have amended the substantial
implementation exclusion, the duplication exclusion, and the
resubmission exclusion.
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\1\ 87 FR 45052 (July 27, 2022).
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Conflicts of Interest Associated With the Use of Predictive Data
Analytics by Broker-Dealers and Investment Advisers
On August 9, 2023, the Commission published proposed new rules
under the Securities Exchange Act of 1934 (``Exchange Act'') and the
Investment Advisers Act of 1940 (``Advisers Act'') to, among other
things, address certain interactions between broker-dealers or
investment advisers and investors through these firms' use of
predictive data analytics.\2\
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\2\ 88 FR 53960 (Aug. 9, 2023). When issued, this rule proposal
was associated with RINs 3235-AN00 and 3235-AN14; RIN 3235-AN00 has
subsequently been merged with RIN 3235-AN14. In addition, the
Commission published a release making a correction to this rule
proposal on Mar. 18, 2024. Conflicts of Interest Associated With the
Use of Predictive Data Analytics by Broker-Dealers and Investment
Advisers; Correction, 89 FR 19292 (Mar. 18, 2024).
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Safeguarding Advisory Client Assets
On March 9, 2023, the Commission published a proposed new rule
under the Advisers Act to address how investment advisers safeguard
client assets.\3\ The Commission also proposed, among other things, to
amend certain provisions of the current custody rule.
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\3\ 88 FR 14672 (Mar. 9, 2023). The Commission published a
release reopening the comment period for this rule proposal on Aug.
30, 2023. Safeguarding Advisory Client Assets; Reopening of Comment
Period, 88 FR 59818 (Aug. 30, 2023).
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Cybersecurity Risk Management for Investment Advisers, Registered
Investment Companies, and Business Development Companies
On March 9, 2022, the Commission published proposed new rules and
forms and amendments to existing forms under the Advisers Act and the
Investment Company Act of 1940 (``Investment Company Act'') to require
registered investment advisers and investment companies to adopt and
implement written cybersecurity policies and procedures reasonably
designed to address cybersecurity risks, disclose information about
cybersecurity risks and incidents, report information confidentially to
the Commission about certain cybersecurity incidents, and maintain
related records.\4\
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\4\ 87 FR 13524 (Mar. 9, 2022). The Commission published a
release reopening the comment period for this rule proposal on Mar.
21, 2023. Cybersecurity Risk Management for Investment Advisers,
Registered Investment Companies, and Business Development Companies;
Reopening of Comment Period, 88 FR 16921 (Mar. 21, 2023).
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Enhanced Disclosures by Certain Investment Advisers and Investment
Companies About Environmental, Social and Governance Investment
Practices
On June 17, 2022, the Commission published proposed amendments to
rules and forms under both the Advisers Act and the Investment Company
Act to require, among other things, registered investment advisers,
certain advisers that are exempt from registration, registered
investment companies, and business development companies, to provide
additional information regarding their environmental, social, and
governance investment practices.\5\
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\5\ 87 FR 36654 (June 17, 2022). The Commission published a
release reopening the comment period for this rule proposal on Oct.
18, 2022. Resubmission of Comments and Reopening of Comment Periods
for Several Rulemaking Releases Due to a Technological Error in
Receiving Certain Comments, 87 FR 63016 (Oct. 18, 2022).
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Outsourcing by Investment Advisers
On November 16, 2022, the Commission published a proposed new
[[Page 25532]]
rule under the Advisers Act to prohibit advisers from outsourcing
certain services or functions without first meeting certain
requirements.\6\ The Commission also proposed related form amendments
to collect information about the service providers defined in the
proposed rule.
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\6\ 87 FR 68816 (Nov. 16, 2022).
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Position Reporting of Large Security-Based Swap Positions
On February 4, 2022, the Commission published a release proposing
new rules 9j-1 and 10B-1 under the Exchange Act, as well as amendments
to rule 15Fh-4 (later redesignated rule 15fh-4) under the Exchange
Act.\7\ The Commission published a release adopting new rule 9j-1 and
amendments to rule 15fh-4 on June 30, 2023.\8\ On June 26, 2023, the
Commission published a release reopening the comment period for new
rule 10B-1, which would have required any person with a security-based
swap position that exceeds a certain threshold to promptly file with
the Commission a schedule disclosing certain information related to its
security-based swap position.\9\ We are now formally withdrawing
proposed rule 10B-1 concerning position reporting of large security-
based swap positions that was the subject of the June 26, 2023 comment
period reopening.\10\
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\7\ Prohibition Against Fraud, Manipulation, or Deception in
Connection With Security-Based Swaps; Prohibition Against Undue
Influence Over Chief Compliance Officers; Position Reporting of
Large Security-Based Swap Positions, 87 FR 6652 (Feb. 4, 2022).
\8\ Prohibition Against Fraud, Manipulation, and Deception in
Connection With Security-Based Swaps; Prohibition against Undue
Influence over Chief Compliance Officers, 88 FR 42546 (June 30,
2023).
\9\ Reopening of Comment Period for Position Reporting of Large
Security-Based Swap Positions, 88 FR 41338 (June 26, 2023).
\10\ Id.
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Volume-Based Exchange Transaction Pricing for NMS Stocks
On November 6, 2023, the Commission published a proposed new rule
under the Exchange Act to prohibit national securities exchanges from
offering volume-based transaction pricing in connection with the
execution of agency-related orders in NMS stocks.\11\ In addition, if
exchanges offer such pricing for their members' proprietary orders, the
proposal would have required the exchanges to adopt anti-evasion rules
and written policies and procedures related to compliance with the
prohibition, as well as disclose certain information.
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\11\ 88 FR 76282 (Nov. 6, 2023).
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Regulation Best Execution
On January 27, 2023, the Commission published proposed new rules
under the Exchange Act relating to a broker-dealer's duty of best
execution.\12\ Proposed Regulation Best Execution would have changed
the existing regulatory framework concerning the duty of best execution
by requiring detailed policies and procedures for all broker-dealers
and additional policies and procedures for broker-dealers engaging in
certain transactions with retail customers, as well as related review
and documentation requirements.
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\12\ 88 FR 5440 (Jan. 27, 2023).
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Order Competition Rule
On January 3, 2023, the Commission published a rule proposal to,
among other things, amend the regulation governing the national market
system under the Exchange Act to add a new rule prohibiting a
``restricted competition trading center'' from internally executing
certain orders of individual investors at a price unless the orders are
first exposed to competition at that price in a qualified auction
operated by an open ``competition trading center,'' subject to limited
exceptions.\13\
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\13\ 88 FR 128 (Jan. 3, 2023).
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Regulation Systems Compliance and Integrity
On April 14, 2023, the Commission published proposed amendments to
Regulation Systems Compliance and Integrity (``Regulation SCI'') under
the Exchange Act.\14\ The proposed amendments, among other things,
would have expanded the definition of ``SCI entity'' to include a
broader range of key market participants in the U.S. securities market
infrastructure and amended certain provisions of Regulation SCI.
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\14\ 88 FR 23146 (Apr. 14, 2023).
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Cybersecurity Risk Management Rule for Broker-Dealers, Clearing
Agencies, Major Security-Based Swap Participants, the Municipal
Securities Rulemaking Board, National Securities Associations, National
Securities Exchanges, Security-Based Swap Data Repositories, Security-
Based Swap Dealers, and Transfer Agents
On April 5, 2023, the Commission published a proposed new rule and
form and amendments to existing rules to, among other things, require
broker-dealers, clearing agencies, major security-based swap
participants, the Municipal Securities Rulemaking Board, national
securities associations, national securities exchanges, security-based
swap data repositories, security-based swap dealers, and transfer
agents to address cybersecurity risks through policies and procedures,
immediate notification to the Commission of the occurrence of a
significant cybersecurity incident and, as applicable, reporting
detailed information to the Commission about a significant
cybersecurity incident, and public disclosures.\15\
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\15\ 88 FR 20212 (Apr. 5, 2023).
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Amendments Regarding the Definition of ``Exchange'' and Alternative
Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities,
National Market System (NMS) Stocks, and Other Securities
On March 18, 2022, the Commission published proposed amendments to
rule 3b-16 under the Exchange Act, which defines certain terms used in
the statutory definition of ``exchange'' under section 3(a)(1) of the
Exchange Act to include systems that offer the use of non-firm trading
interest and communication protocols to bring together buyers and
sellers of securities.\16\ The Commission, among other things, also
published certain proposed or reproposed amendments to the Commission's
regulations relating to ATSs, including regulations for ATSs that trade
government securities as defined under section 3(a)(42) of the Exchange
Act (``government securities'') or repurchase and reverse repurchase
agreements on government securities, as well as certain other rule and
form amendments.
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\16\ 87 FR 15496 (Mar. 18, 2022). The Mar. 18, 2022 rule
proposal reproposed, in part, certain proposed rules published by
the Commission on Dec. 31, 2020. Regulation ATS for ATSs That Trade
U.S. Government Securities, NMS Stock, and Other Securities;
Regulation SCI for ATSs That Trade U.S. Treasury Securities and
Agency Securities; and Electronic Corporate Bond and Municipal
Securities Markets, 85 FR 87106 (Dec. 31, 2020). The Commission
subsequently published releases reopening the comment period for the
Mar. 18, 2022 rule proposal on May 12, 2022, Reopening of Comment
Periods for ``Private Fund Advisers; Documentation of Registered
Investment Adviser Compliance Reviews'' and ``Amendments Regarding
the Definition of `Exchange' and Alternative Trading Systems (ATSs)
That Trade U.S. Treasury and Agency Securities, National Market
System (NMS) Stocks, and Other Securities,'' 87 FR 29059 (May 12,
2022), and May 5, 2023, Supplemental Information and Reopening of
Comment Period for Amendments Regarding the Definition of
``Exchange,'' 88 FR 29448 (May 5, 2023).
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Amendments to the National Market System Plan Governing the
Consolidated Audit Trail To Enhance Data Security
On October 16, 2020, the Commission published proposed amendments
to the national market system plan governing
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the consolidated audit trail relating to the security of the
consolidated audit trail.\17\
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\17\ 85 FR 65990 (Oct. 16, 2020).
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Withdrawal of Proposed Rules
We are withdrawing these proposals because, as noted above, we no
longer intend to issue final rules with respect to these proposals. If
the Commission decides to pursue future regulatory action in any of
these areas, it will do so by publishing a new proposed rule or other
issuance consistent with the requirements of the Administrative
Procedure Act, as applicable.
By the Commission.
Dated: June 12, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-11110 Filed 6-16-25; 8:45 am]
BILLING CODE 8011-01-P