SEC Unveils Spring 2025 Rulemaking Agenda
Commentary by Steven Lofchie and Gage Raju-Salicki
In its Spring Unified Agenda of Regulatory and Deregulatory Actions, the SEC outlined short- and long-term regulatory actions that administrative agencies plan to take.
The agenda is organized under three sections: (i) Prerule Stage, (ii) Proposed Rule Stage, and (iii) Final Rule Stage.
There are 3 rules at the Prerule Stage, including, among them, foreign private issuer eligibility and asset-backed securities registration and disclosure enhancements. There are 16 rules at the Proposed Rule Stage, including, among them, rulemaking on crypto assets and crypto market structure, amendments to the custody rules, shareholder proposal modernization, and rationalization of disclosure practices. There are 2 in the Final Rule Stage, including implementation of joint data standards under the Financial Data Transparency Act. See complete agenda here.
SEC Chair Paul S. Atkins said the Spring 2025 agenda signals a renewed focus on innovation, efficiency, and investor protection. He highlighted plans to clarify crypto rules, simplify capital raising, and cut disclosure burdens. He also said the SEC will revisit the Consolidated Audit Trail over cost and privacy concerns while dropping items from the Fall 2024 Regulatory Agenda. Among the items dropped were (i) Enhancement of Climate-Related Disclosures for Investors, (ii) Enhanced Disclosures by Advisers of ESG Practices, (iii) Amendments to the Definition of Exchange, and (iv) Regulation Best Execution.
Commentary
The SEC's rulemaking agenda for Spring 2025 is almost wholly transformed from what it was in Fall 2024.
Among the items dropped: (i) as to issuers of securities: Enhancement of Climate-Related Disclosures for Investors, (ii) as to broker-dealers and crypto market participants: Amendments to the Definition of Exchange, and Regulation Best Execution; and (iii) as to advisers: a trio of obligations: Enhanced Disclosures of ESG Practices, Cybersecurity Risk Management Requirements and Obligations related to Outsourcing.
New or potential rulemakings included rules related to crypto and rules intended to facilitate the raising of capital. On the trading side, the SEC is examining the Reg NMS Trade-Through Rule (notably, when Chair Atkins was a Commissioner, he voted against the adoption of Reg NMS, and a review of the Consolidated Audit Trail).
Commentary
There are some significant crypto rules being worked on by the SEC. The industry would certainly welcome more transparency.
The following rule proposals would have significant ramifications: (1) a crypto market structure amendment rule, dealing with crypto trading on ATSs and national securities exchanges, (2) a general crypto assets rule, dealing with potential safe harbors and general approaches to crypto, and (3) a Rule 144 amendment, which, while not explicitly related to crypto, could have significant implications for offerings of crypto (where a given cryptocurrency is considered a security).
Any amendment to rules on crypto market structure hinge heavily on the passage of the CLARITY Act in the Senate. With respect to a general crypto assets rule, it will be interesting to see whether the SEC implements the crypto safe harbor that Commissioner Peirce proposed. The Rule 144 amendment to the definition of an accredited investor could dramatically reshape private investment—something that Commissioner Peirce alluded to in a different form.
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In its Spring Unified Agenda of Regulatory and Deregulatory Actions, the SEC outlined short-and-long-term regulatory actions that administrative agencies plan to take.