SEC Open Meeting, February 9, 2011

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Dodd-Frank Timeline, Removal of Certain References to Credit Ratings Under the Securities Exchange Act
Comment Deadline Final Rule Issue Effective Date
March 28, 2011 August 3, 2011 September 2, 2011

The U.S. Securities and Exchange Commission (SEC) public meeting focused on the issuance of proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding the replacement of references to credit ratings with alternative criteria.

Archived webcast:

Meeting Summary[edit]

Topics of Discussion

  • Existing regulations' reliance on credit ratings, and removal of such rules when appropriate
  • The use of credit ratings to determine "short-form" eligibility
  • New short-form test depending on the amount of debt and other non-convertible securities sold within the past three years

Motion to issue proposed rule carries, 5-0

Related Documents[edit]

Security Ratings

Read comment letters.png
Read proposed rule.png


Chairman Mary L. Schapiro, whose statements include:

  • An introduction of the first of many proposals to remove references to credit ratings from existing regulation.
  • An explanation of short-form eligibility.
  • A note that the potential impact of this change on companies and the importance of taking that into consideration when reviewing alternatives.

Commissioner Troy A. Paredes, whose statements include:

  • A comparison of this proposal to an amendment considered in 2008, which raised objections from many commenters.
  • Concern that a rule change could "frustrate capital formation" by denying companies access to Form S-3, a streamlined short-form registration authorizing a public offering of securities and “off-the-shelf” primary offerings.
  • General support for the proposed rule.

Commissioner Kathleen L. Casey, whose statements include:

  • Support for the proposed rule.
  • Seconding the similarities between the proposed rule and the 2008 proposed amendment.

Commissioner Luis A. Aguilar, whose statements include:

  • Questions regarding the minimum threshold substitute of $1 billion, and a request for empirical data supporting it.
  • Support for the proposed rule.



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