The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Relief Bill”) was enacted into law last week. The relief bill includes modifications to the "Dodd-Frank Act." The Relief Bill permits closed-end funds that are listed on a national securities exchange or that make repurchase offers pursuant to Rule 23c-3 under Investment Company Act to use offering and proxy rules that are available to other reporting companies. The SEC must propose rules within one year and finalize within two years.
See additional information below:
509. PARITY FOR CLOSED-END COMPANIES REGARDING OFFERING AND PROXY RULES.
(a) Revision To Rules.—Not later than the end of the 1-year period beginning on the date of enactment of this Act, the Securities and Exchange Commission shall propose and, not later than 2 years after the date of enactment of this Act, the Securities and Exchange Commission shall finalize any rules, as appropriate, to allow any closed-end company, as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a–5), that is registered as an investment company under such Act, and is listed on a national securities exchange or that makes periodic repurchase offers pursuant to section 270.23c–3 of title 17, Code of Federal Regulations, to use the securities offering and proxy rules, subject to conditions the Commission determines appropriate, that are available to other issuers that are required to file reports under section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any action that the Commission takes pursuant to this subsection shall consider the availability of information to investors, including what disclosures constitute adequate information to be designated as a “well-known seasoned issuer”.
(b) Treatment If Revisions Not Completed In A Timely Manner.—If the Commission fails to complete the revisions required by subsection (a) by the time required by such subsection, any registered closed-end company that is listed on a national securities exchange or that makes periodic repurchase offers pursuant to section 270.23c–3 of title 17, Code of Federal Regulations, shall be deemed to be an eligible issuer under the final rule of the Commission titled “Securities Offering Reform” (70 Fed. Reg. 44722; published August 3, 2005).
(c) Rules Of Construction.—
(1) NO EFFECT ON RULE 482.—Nothing in this section or the amendments made by this section shall be construed to impair or limit in any way a registered closed-end company from using section 230.482 of title 17, Code of Federal Regulations, to distribute sales material.
(2) REFERENCES.—Any reference in this section to a section of title 17, Code of Federal Regulations, or to any form or schedule means such rule, section, form, or schedule, or any successor to any such rule, section, form, or schedule.
Toppan Vintage is here to answer questions and guide our clients through successful completion of these new disclosure requirements. Changing regulations are reflective of the constantly updating and fluctuating regulatory rules imposed by governing bodies all over the world. To keep up with changes in regulation requirements regarding pay ratio, companies are encouraged to reach out to their service providers whose SEC experts are indispensable when finding cost-effective, efficient ways to prepare new disclosures. Contact us today.
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