Six legislative and regulatory issues highlight a busy agenda, and more may emerge as the year unfolds.
BY NIELS HOLCH A ni ri .org/ irupdate
new Congress is now seated and organizing itself. Control of the U.S. House of Representatives, U.S. Senate, and White House is divided between the political parties, but
NIRI is non-partisan, and opportunities exist to advance NIRI’s legislative and regulatory agenda in Washington, DC. Here is a quick rundown on three legislative
initiatives NIRI will pursue in Congress in 2023 and an update on three pending Securities and Exchange Commission (SEC) rulemakings of interest to NIRI members.
Section 13(f) Modernization Legislation In 2023, NIRI staff will continue working to pass a 13(f) modernization bill similar to H.R. 4618, the bill advanced in the last Congress by House Financial Services Committee Chair Maxine Waters (D-CA). Tis bill authorized the SEC to move from quar-
terly disclosures to monthly disclosures of equity holdings by institutional investment managers and shorten the filing deadline from 45 days to a more reasonable requirement. Te bill also required the disclosure of certain
derivative products used to hide an economic inter- est in a company by a third-party. Additionally, the
bill directed the SEC to develop more transparent standards for confidential treatment requests by investment managers.
Proxy Advisory Firm Legislation Te SEC issued a final rule in July 2022 to roll back a portion of the regulation it adopted in 2020 to regulate proxy advisory firms. This new SEC rule eliminated the requirement that proxy advisory firms allow public companies to review and comment on the written reports issued by these firms before shareholder meetings. NIRI submitted a comment letter during the rule-
making process expressing its deep disappointment that this regulation was being reopened after a very thorough, decades-long examination of the issues involving proxy advisory firms. The draft review process for company reports
that NIRI and others in the issuer community have recommended is very similar to the review and com- ment process used for many years by Institutional Shareholder Services (ISS) in the United States. And it is a review process ISS still uses in other markets to ensure accuracy of these reports. Litigation to challenge this 2022 final rule has been
initiated by the U.S. Chamber of Commerce and the National Association of Manufacturers in Tennessee
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