Excerpt mimicking a public-domain SEC rulemaking release. Tests SEC
release / staff-guidance / regulation / FINRA / banking / IFRS surface.

The Commission is adopting amendments to Regulation S-K. See Securities Act Release No. 33-10777; Exchange Act Release No. 34-94168, 87 Fed. Reg. 8019 (Feb. 11, 2022). The amendments respond to Investment Company Act Release No. IC-34123 and Investment Advisers Act Release No. IA-6500.

Registrants must include the disclosure in their Annual Report (Form 10-K) and quarterly filings (Form 10-Q). Material agreements must be reported on Form 8-K (Item 1.01). Beneficial ownership over five percent triggers Schedule 13D filing. Investment advisers register on Form ADV (Mar. 31, 2024).

Existing staff guidance remains operative. See Staff Accounting Bulletin No. 121 (Mar. 31, 2022); Staff Legal Bulletin No. 14L (Nov. 3, 2021); C&DI Question 234.01. The Commission previously addressed similar issues in an SEC No-Action Letter to Acme Corp.

For broker-dealers, FINRA Rule 2111(a) governs suitability obligations. See FINRA Regulatory Notice 23-12 (Apr. 2023). Disciplinary actions are taken under FINRA Disciplinary Proceeding No. 2020012345601 (NAC). MSRB Rule G-15 covers municipal securities, while NYSE Rule 123 and Nasdaq Rule 5605(d) govern listing standards.

Banking organizations must comply with Reg. Z, 12 C.F.R. pt. 226. Recent supervisory guidance includes SR 23-04 (Mar. 1, 2023) and FIL-12-2023. The OCC issued OCC Bulletin 2023-10 (Mar. 1, 2023). See also CFPB Compliance Bulletin 2023-01 (Apr. 1, 2023). Credit unions follow NCUA Letter to Credit Unions 23-01 (Jan. 5, 2023).

International standards include BCBS d544 and FATF Recommendation 10. CFTC Interp. Ltr. 23-12 addresses similar issues for derivatives. Insurers follow NAIC Bulletin 2023-01.

Treasury guidance referenced includes Rev. Rul. 2019-11; Rev. Proc. 2023-12; Treas. Reg. § 1.501(c)(3)-1(d)(2); T.D. 9930. See also Internal Revenue Manual § 4.10.7.2.

Form filers should review 17 CFR 240.10b-5 and Reg. S-X § 210.1-01. Failure to comply may give rise to private actions under 15 U.S.C. § 78j(b). See Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148 (2008).
