SEC Spring 2025 Agfinisha: Key Takeaways for Investment Advisers | Proskauer – Regulatory & Compliance

On September 4, 2025, the Securities and Exalter Commission (the “SEC”) published its Spring 2025 Unified Agfinisha of Regulatory and Deregulatory Actions (the “Reg Flex Agfinisha”).[1] Twice per year, Federal agencies, including the SEC, must publish an agfinisha of proposed rulecreatings that they anticipate will have a substantial impact on the economy. The Reg Flex Agfinisha lists the SEC’s current rulecreating initiatives and reflects the SEC’s rulecreating priorities.

Unsurprisingly, this latest Reg Flex Agfinisha is consistent with public statements of Chair Atkins and former Acting Chair Uyeda indicating that the SEC would take a more restrained approach to rulecreating. This was evident earlier this summer when the SEC withdrew 14 outstanding rule proposals issued during the prior administration.

Although some rulecreating can be burdensome for indusattempt participants, other rules can provide positive clarity by more clearly defining how to comply with statutory requirements that may otherwise be difficult to apply to modern business practices. The Reg Flex Agfinisha indicates that the SEC still intfinishs to issue and revise rules, and the brief descriptions available in the agfinisha suggest that some initiatives could resolve areas of current uncertainty.

Key initiatives that may be of interest to investment advisers are summarized below. (We have separately published a summary of initiatives relevant to publicly traded and private issuers as well as registered funds.)

Exempt Offerings: One item on the agfinisha indicates the SEC may propose rule amfinishments to “facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses.” While more information is not available at this stage, the reference to “investor access” could signal a possible expansion of the “accredited investor” definition or to an expansion of Regulation A, each of which would align with recent remarks by SEC leaders.
Revising the “Small Entity” Definition: The Regulatory Flexibility Act (the “RFA”) (the statute that also requires publication of the Reg Flex Agfinisha) requires federal agencies to consider the effects of proposed regulations on “tiny entities.” If a rule is expected to have a “significant economic impact on a substantial number” of such entities, agencies must consider less burdensome alternatives. The SEC typically has addressed this requirement by phasing compliance dates for certain rules, but its “tiny entity” definitions have not been updated in more than 25 years. For investment advisers and investment companies, the definition is so narrow as to be effectively meaningless, as has been noted by SEC leadership. For example, the current “tiny entity” definition includes only investment advisers with less than $25 million in assets under management, even though advisers generally are prohibited from registering with the SEC if they manage less than $25 million.[2]
Amfinishments to the Custody Rule: The SEC has indicated that it plans to modernize the Custody Rule, including to address the treatment of crypto assets. Beyond crypto, the SEC could also apply this opportunity to address long-standing operational challenges posed by the current rule, as highlighted in requests from indusattempt groups.
Dealer Definition Clarifications: The agfinisha indicates potential exceptions to the Exalter Act definition of “dealer.” Under the prior administration, the SEC sought to expand this definition through rulecreating. Although that rule was vacated by the Fifth Circuit last year, that administration had also separately pursued numerous enforcement actions involving alleged unlicensed dealer activity, based on existing interpretations rather than new rules. Some of those enforcement efforts succeeded, notwithstanding that rule’s vacatur. New exceptions to the definition could provide greater market clarity as to what activities may be conducted without triggering “dealer” status, and would be responsive to concerns expressed by indusattempt groups.
Customer Identification Program Rule: In May 2024, the SEC proposed a rule requiring advisers to adopt customer identification programs (the “CIP Rule”), which was tied to FinCEN’s investment adviser anti-money laundering rule (the “IA AML Rule”). In July 2025, the SEC and FinCEN indicated that they would postpone the effectiveness of both rules, pfinishing broader reconsideration. However, the CIP Rule still appears on the Reg Flex Agfinisha. While no explanation has been provided, one possible explanation is that the CIP Rule has not yet been formally withdrawn and, becaapply it technically remains outstanding, it is still reflected in the agfinisha. Another possible explanation is simply timing: the July announcement came after the RFA’s April tarobtain date for agencies to submit their regulatory agfinishas to the Office of Information and Regulatory Affairs (“OIRA”), the White Hoapply office that controls the final publication of the unified agfinisha. In many years, several months often elapse between an agency’s submission to OIRA and publication of the unified agfinisha in the Federal Register, during which time priorities can shift and/or actions can supersede earlier priorities without being reflected in the published agfinisha. Accordingly, it is difficult to read too much into the CIP Rule’s appearance at the finish of the Spring Reg Flex Agfinisha, other than to note simply that the rule technically remains a proposed rule and that the agfinisha speaks as of spring 2025.

A full list of actions on the Reg Flex Agfinisha, along with the “expected action date” identified by the SEC, is set forth below. While these dates are not binding, they can provide some insight into the agency’s priorities.

Prerules:

Upcoming Proposed Rulecreating:

Rules at Final Rule Stage:

[1] The statute calls for the agfinisha to be published in April and October of each year. Despite being published in September, it is the “Spring” Reg Flex Agfinisha becaapply it relates to the April 2025 deadline. Delays of up to several months are not unheard of, but a delay of more than four months is quite uncommon.

[2] Though this is the general requirement, there are exceptions. For example, advisers subject to state registration in a significant number of states, advisers to investment companies and advisers that provide impersonal investment advice through the internet can register regardless of their assets under management.

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