View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0057
ICR Reference No:
202206-3235-022
Status:
Historical Active
Previous ICR Reference No:
202205-3235-006
Agency/Subagency:
SEC
Agency Tracking No:
CF 270-057
Title:
Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Emergency
Approval Requested By:
08/31/2022
OIRA Conclusion Action:
Approved without change
Conclusion Date:
08/01/2022
Retrieve Notice of Action (NOA)
Date Received in OIRA:
07/20/2022
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
02/28/2023
6 Months From Approved
06/30/2025
Responses
569
0
569
Time Burden (Hours)
55,118
0
56,356
Cost Burden (Dollars)
7,350,144
0
7,514,944
Abstract:
Schedule 14C is filed by issuers of securities that are registered under Section 12 of the Securities Exchange Act of 1934 in connection with a consent solicitation.
Emergency Justfication:
The Division of Corporation Finance is requesting emergency consideration for OMB 3235-0057 in connection with Adopting Release 33-10825. On August 8, 2019, the Commission proposed amendments to modernize Items 101, 103, and 105 of Regulation S-K in Proposing Release 33-10668. Regulation S-K sets forth standard disclosure requirements applicable to the content of the non-financial statement portions of filings under the Securities Act of 1933 and the Securities Exchange Act of 1934. Item 101 of Regulation S-K requires a description of a company’s business including its operating subsidiaries and organizational structure. Item 103 of Regulation S-K requires a company to disclose material pending legal proceedings, other than ordinary routine litigation incidental to the business, or any known contemplated proceedings by governmental authorities to which the company, any subsidiary or properties are subject. Item 105 requires a company to provide a concise description of the most significant factors that make an investment in the company and its securities speculative or risky. Schedule 14A sets forth the information required to be included in a proxy statement as well as requirements relating to the form of proxy. Schedule 14A requires, among other things, disclosures under Items 101 and 103 of Regulation S-K. Schedule 14C requires companies that proposes to request shareholder action, but that are not soliciting proxies from shareholders, to provide, among other things, the same information required by Items 101 and 103 of Regulation S-K. In Proposing Release 33-10668, the Commission discussed the information collection burden of the amendments to Items 101 and 103 for Schedule 14A but inadvertently omitted a corresponding discussion for Schedule 14C. The Commission included Schedule 14C in Adopting Release 33-10825. In doing so, the Commission determined that re-proposing the amendments was unnecessary before adoption, in view of the scope of the request for comment in Proposing Release 33-10668 and the identical nature and scope of the information collection burden to Schedule 14C. Thank you for considering this request.
Authorizing Statute(s):
US Code:
15 USC 77g, 77j, 77s(a)
Name of Law: Securities Act of 1933
US Code:
15 USC 78c, 78l, 78m, 78o, 78w(a)
Name of Law: Securities Exchange Act of 1934
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AL78
Final or interim final rulemaking
85 FR 63726
10/08/2020
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
569
569
0
0
0
0
Annual Time Burden (Hours)
55,118
56,356
0
-1,238
0
0
Annual Cost Burden (Dollars)
7,350,144
7,514,944
0
-164,800
0
0
Burden increases because of Program Change due to Agency Discretion:
No
Burden Increase Due to:
Burden decreases because of Program Change due to Agency Discretion:
Yes
Burden Reduction Due to:
Changing Regulations
Short Statement:
The amendments modernize and simplify disclosure requirements under Items 101(a), 101(c), 103, and 105 of Regulation S-K. The modernization of Items 101, 103, and 105 are intended to elicit improved disclosures, tailored to reflect registrants’ particular circumstances, which should improve disclosures for investors and simplify compliance for registrants. Particularly, the amendments increase the flexibility of registrants to tailor their disclosures; eliminates or reduces disclosure about matters that are not material to an understanding of the business or to a registrant’s legal proceedings; and encourages risk factor disclosure that is shorter and concerns only material risks. The Commission expects the final amendments will reduce the paperwork burden for all registrants. For purposes of the Paperwork Reduction Act, the Commission estimates that the final amendments will result in a net decrease of 1,238 burden hours and a net decrease of $164,800 in the cost burden for Schedule 14C.
Annual Cost to Federal Government:
$119,447,840
Does this IC contain surveys, censuses, or employ statistical methods?
No
Does this ICR request any personally identifiable information (see
OMB Circular No. A-130
for an explanation of this term)? Please consult with your agency's privacy program when making this determination.
Yes
Does this ICR include a form that requires a Privacy Act Statement (see
5 U.S.C. §552a(e)(3)
)? Please consult with your agency's privacy program when making this determination.
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
No
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
No
Agency Contact:
Sean Harrison 202 942-2910
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
07/20/2022
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