[Federal Register Volume 78, Number 172 (Thursday, September 5, 2013)]
[Notices]
[Pages 54690-54691]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-21580]
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SECURITIES AND EXCHANGE COMMISSION
Office of the Secretary
Agency Information Collection Activities; Submission for OMB
Review; Comment Request; Regulation D Rule 506(e) Felons and Other Bad
Actors Disclosure Statement
ACTION: Notice.
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SUMMARY: The Securities and Exchange Commission (``Commission'') has
submitted the sponsored information collection request (ICR) titled,
``Regulation D Rule 506(e) Felons and Other Bad Actors Disclosure
Statement,'' to the Office of Management and Budget (OMB) for review
and clearance under the emergency processing procedures in accordance
with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C.
Chapter 35) and 5 CFR 1320.13. OMB approval has been requested by
September 23, 2013. In addition, this notice also solicits comment on
the three-year extension of the same information collection under 5 CFR
1320.12.
ADDRESSES: A copy of this ICR with applicable supporting documentation;
including a description of the likely respondents, proposed frequency
of response, and estimated total burden may be obtained free of charge
from the RegInfo.gov Web site at http://www.reginfo.gov/public/do/PRAMain ICR Reference Number 201308-3235-013.
Comments should be directed to: (i) Desk Officer for the Securities
and Exchange Commission, Office of Information and Regulatory Affairs,
Office of Management and Budget, Room 10102, New Executive Office
Building, Washington, DC 20503, or by sending an email to: [email protected]; and (ii) Thomas Bayer, Director/Chief Information
Officer, Securities and Exchange Commission,
[[Page 54691]]
c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send
an email to: [email protected].
SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission
(``Commission'') is requesting that OMB authorize emergency processing
of the submission of collection of information for ``Regulation D Rule
506(e) Felons and Other Bad Actors Disclosure Statement.'' This request
should also serve to notify the public that the Commission is seeking
PRA approval from OMB on an emergency basis for the collection of
information associated with the final rule amendments to Rule 506 of
Regulation D adopted by the Commission on July 10, 2013 to implement
Section 926 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. (See citation 78 FR 44730). In addition, the Commission
is also providing notice of the three-year extension under 5 CFR
1320.12.
As adopted, Rule 506(e) of Regulation D (17 CFR 230.506(e)) under
the Securities Act of 1933 (15 U.S.C. 77a et seq.) requires the issuer
to furnish to each purchaser, a reasonable time prior to sale, a
description of any matters that would have triggered disqualification
under Rule 506(d)(1) of Regulation D, except that these events occurred
before the effective date of the rule amendments or before September
23, 2013. The written disclosure statement required under Rule 506(e)
is not filed with the Commission, but serves as an important investor
protection tool to put investors on notice of an issuer's and any of
its covered persons' involvement in past ``bad actor'' disqualifying
events such as pre-existing criminal convictions, court injunctions,
disciplinary proceedings, and other sanctions enumerated in Rule
506(d). Under Rule 506(d) of Regulation D, issuers are disqualified due
to triggering events that occur after the effective date of September
23, 2013. Without the mandatory written statement requirement set forth
in Rule 506(e), purchasers may have the impression that Rule 506
offerings occurring after the effective date of the rule amendments do
not involve any ``bad actors'' or disqualifying events. The Rule 506(e)
written disclosure statement requirement was not proposed by the
Commission in 2011 because the Commission proposed to apply
disqualification to pre-existing triggering events that occurred before
the effective date of the rule amendments. At the proposing stage of
the rule amendments, the Commission was therefore not required to
submit a collection of information to OMB. (See citation 76 FR 31518).
The Commission adopted the Rule 506(e) written disclosure statement
after providing notice that it was considering this alternative to
applying the disqualification to events that took place before the
effective date of the rule based on commenters' responses to the 2011
rule proposals. Under the proposal, issuers would have been
disqualified from reliance on Rule 506 for all relevant triggering
events, whether they occurred before or after effectiveness of the rule
amendments. In light of many commenters' favorable reaction to this
alternative, the Commission decided to include a disclosure requirement
in the final rule amendments, although it had not prepared an
information collection submission at the time of the proposal.
This information collection is subject to the PRA. A Federal agency
generally cannot conduct or sponsor a collection of information, and
the public is generally not required to respond to an information
collection, unless it is approved by the OMB under the PRA and displays
a currently valid OMB Control Number. In addition, notwithstanding any
other provisions of law, no person shall generally be subject to
penalty for failing to comply with a collection of information if the
collection of information does not display a valid OMB Control Number.
See 5 CFR 1320.5(a) and 1320.6. The SEC obtains OMB approval for this
information collection under OMB ICR Reference Number 201308-3235-013.
Interested parties are encouraged to send comments to the OMB,
Office of Information and Regulatory Affairs at the address shown in
the ADDRESSES section within 15 days of publication of this notice in
the Federal Register. In order to help ensure appropriate
consideration, comments should reference OMB ICR Reference Number
201308-3235-013. The OMB is particularly interested in comments that:
Evaluate whether the proposed collection of information is
necessary for the proper performance of the functions of the agency,
including whether the information will have practical utility;
Evaluate the accuracy of the agency's estimate of the
burden of the proposed collection of information, including the
validity of the methodology and assumptions used;
Enhance the quality, utility, and clarity of the
information to be collected; and
Minimize the burden of the collection of information on
those who are to respond, including through the use of appropriate
automated, electronic, mechanical, or other technological collection
techniques or other forms of information technology, e.g., permitting
electronic submission of responses.
Title of Collection: Regulation D Rule 506(e) Felons and Other Bad
Actors Disclosure Statement.
OMB ICR Reference Number: 201308-3235-013.
Type of Review: Emergency.
Requested Duration of Authorization: 6 Months.
Affected Public: Private Sector.
Frequency of Collection: Yearly.
Total Estimated Number of Responses: 19,908.
Estimated Time per Response: 1 Hour.
Total Estimated Annual Burden Hours: 22,108.
Total Estimated Annual Other Costs Burden: $264,000.
Dated: August 30, 2013.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-21580 Filed 9-4-13; 8:45 am]
BILLING CODE 8011-01-P