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

• Published date: 01 July 2017
• Author: Donald A. Walker
• DOI: http://doi.org/10.1002/jcaf.22282
• Date: 01 July 2017

73

© 2017 Wiley Periodicals, Inc.

Published online in Wiley Online Library (wileyonlinelibrary.com).

DOI 10.1002/jcaf.22282

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SEC

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