SEC: Comment on 15c2-12 Anytime

WASHINGTON — The Securities and Exchange Commission has received many comments on its rule 15c2-12, but is able to respond on only a limited basis because the request for comment is limited in scope, members of the commission's muni office told issuers Thursday.

Jessica Kane, deputy director of the SEC's Office of Municipal Securities and Rebecca Olsen, the muni office's chief counsel, informed members of the Government Finance Officers Associations Committee on Governmental Debt Management that the commission's request for comment on the disclosure rule last month was not really in search of wide-ranging input. The commission issued a request for comment on the rule as required by the Paperwork Reduction Act of 1995, and published it in the federal register Nov. 18.

Though the request comes during a time of intense scrutiny of Rule 15c2-12, which requires dealers to review issuers' official statements and reasonably determine that the issuer has contracted to disclose annual financial and operating information, as well as material event notices, Kane told GFOA members that staff are only able to respond to comments under the PRA with respect to the amount of time and resources spent providing required information to the SEC. The Office of Management and Budget must approve this collection of information every three years.

But the two muni office lawyers told issuers that they should still feel free to comment on 15c2-12 or any aspect of SEC regulation at any time. The PRA notice raised eyebrows among market participants because it included an estimate that issuers require about 45 minutes to prepare and submit material event notices to the Municipal Securities Rulemaking Board, a number one committee said seems "woefully inadequate."

Kane said that would be a worthwhile comment for the muni office to receive.

"We need to hear that," she said.

Kane touched on other muni office topics during her talk, including the prospect of further municipal advisor registration rule guidance. She reiterated that the muni office still has no "concrete plans" for more guidance, but could consider some specific areas of need for additional explanation.

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Law and regulation
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