Since his March 2021 Senate confirmation hearing, Gensler has pointed to both investor protection and demand as key Commission considerations. Expected actions in 2022:
1. Rule proposal on climate-related disclosures and ongoing monitoring:
Gensler has been vocal about his view of the need for consistent and comparable climate-related disclosures that help inform decisions in the public capital markets. In 2022, the SEC is expected to issue a rule proposal on climate-related disclosures. In the meantime, Gensler and the SEC staff have indicated they are paying close attention to companies’ current climate-related disclosures, emphasizing the importance of complying with the 2010 Commission Guidance Regarding Disclosure Related to Climate Change.
2. Rule proposal on human capital disclosures:
Gensler has spoken extensively on investor interest in human capital disclosures. The SEC has indicated it will propose a rule in 2022 focused on enhancing disclosures about companies’ human capital management.
3. Rule proposal on corporate board diversity:
The SEC’s rulemaking agenda includes a proposal to require disclosures on corporate board diversity, following the agency’s 2021 approval of a rule that requires Nasdaq-listed companies to disclose information about their boards’ diversity.
4. Rule proposal on cybersecurity risk governance:
The SEC rulemaking agenda includes rule proposals on cybersecurity risk to be introduced in spring 2022, which are expected to go beyond interpretive guidance published in 2018.
5. Rule proposal on disclosures for special purpose acquisition companies (SPACs):
The SEC has indicated it is drafting a proposal to improve SPAC disclosures regarding conflicts of interest and share dilution, in response to investor protection concerns relating to SPAC transactions.
6. Consideration of amendments to Rule 10b5-1 insider trading plan rules:
The SEC is expected to consider responses to proposed amendments introduced in December 2021 that update rules governing Rule 10b5-1 insider trading plans. The proposed changes would impose cooling-off periods before trading could commence under a trading plan and prohibit multiple overlapping trading arrangements.
7. Consideration of amendments to rules governing share repurchases:
In 2022, the SEC staff is expected to consider responses to a proposal approved in December 2021 that would require more detailed and frequent disclosure of share repurchases, including next-day reporting of the amount and price of the shares repurchased.