Treasury recommends that Section 1502 (conflict minerals), Section 1503 (mine safety), Section 1504 (resource extraction), and Section 953(b) (pay ratio) of Dodd-Frank be repealed and any rules issued pursuant to such provisions be withdrawn, as proposed by H.R. 10, the Financial CHOICE Act of 2017. In the absence of legislative action, Treasury recommends that the SEC consider exempting smaller reporting companies (SRCs) and emerging growth companies (EGCs) from these requirements.
As required by the Fixing America’s Surface Transportation Act, Treasury recommends that the SEC proceed with a proposal to amend Regulation S-K in a manner consistent with its staff’s recent recommendations.
Treasury recommends that the SEC move forward with finalizing its current proposal to remove SEC disclosure requirements that duplicate financial statement disclosures required under generally accepted accounting principles by the Financial Accounting Standards Board.
Treasury recommends that companies other than EGCs be allowed to “test the waters” with potential investors who are qualified institutional buyers (QIBs) or institutional accredited investors.
Treasury recommends further study and evaluation of proxy advisory firms, including regulatory responses to promote free market principles if appropriate.
Treasury recommends that the $2,000 holding requirement for shareholder proposals be substantially revised.
Treasury recommends that the resubmission thresholds for repeat proposals be substantially revised from the current thresholds of 3%, 6%, and 10% to promote accountability, better manage costs, and reduce unnecessary burdens.
Treasury recommends that the states and the SEC continue to investigate the various means to reduce costs of securities litigation for issuers in a way that protects investors’ rights and interests, including allowing companies and shareholders to settle disputes through arbitration.
Treasury recommends that the SEC continue its efforts, when reviewing company offering documents, to comment on whether the documents provide adequate disclosure of dual class stock and its effects on shareholder voting.
Treasury recommends that the SEC revise the securities offering reform rules to permit business development companies (BDCs) to use the same provisions available to other issuers that file Forms 10-K, 10-Q, and 8-K.