The Commission and Staff Consider Potential Changes to Industry Guide 3 With Implications for Other Industry Guides

Published date01 July 2017
AuthorDonald A. Walker
Date01 July 2017
© 2017 Wiley Periodicals, Inc.
Published online in Wiley Online Library (
DOI 10.1002/jcaf.22282
The Commission and Staff Consider
Potential Changes to Industry
Guide 3 With Implications for
Other Industry Guides
Donald A. Walker Jr.
On March 1, 2017, the Securi-
ties and Exchange Commission
(SEC) issued a request for pub-
lic comment on possible revi-
sions to its disclosure regime
for bank holding companies
(“request”). The SEC Release is
No. 33-10321 or No. 34-80131.
The request is part of the
review and study of the Com-
mission’s disclosure require-
ments that was mandated
under the Dodd-Frank legis-
lation. The primary focus of
the possible revisions to bank
holding company disclosures
is “Industry Guide 3, Statisti-
cal Disclosure by Bank Holding
Companies (“Guide 3”).
Other industries such as Oil
and Gas Producers, Mining,
Property-Casualty Insurance,
and Real Estate Limited Part-
nerships are subject to indus-
try guides.
The industry guides are not
rules, regulations, or statements
of the Commission but are
views of the staff of the Divi-
sion of Corporation Finance
as to the statistical disclosures
that should be provided to
enhance transparency and
comparability of disclosures
about the businesses in certain
industries. As a practical mat-
ter, the staff of the Division of
Corporation Finance would
question whether a company’s
disclosures were adequate if the
applicable industry guide infor-
mation were not provided in a
filing where the applicable form
instructions include provision
for industry guide information
either by direct or indirect cita-
tion. The staff would probably
not be willing to declare a regis-
tration statement effective when
requested if applicable industry
guide information were not
provided therein. A primary
question being addressed in the
request is whether the Com-
mission should issue a revised
industry guide as a rule or
regulation of the Commission,
as contrasted with issuance by
the Division of Corporation
Finance of a revised industry
guide continuing as a staff
view. A change to the status of
Guide 3 might require future
changes to the status of other
industry guides.
Guide 3 is one of several
instances of SEC disclosure
guidance and rules that apply
to bank holding company reg-
istration statements and peri-
odic report filings. Article 9 of
Regulation S-X is a rule that
addresses form and content of
financial statements for bank
holding companies; Regula-
tion S-K is a rule that addresses
disclosures for all companies
including market risk dis-
closures and Management’s
Discussion and Analysis; the
“Dear CFO” and “Dear CEO”
letters from the Division of
Corporation Finance enumer-
ate division staff expectations

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