In a recent statement, US Securities and Exchange Commission (SEC) commissioner Caroline Crenshaw further expressed her concern about “Repeal by Extension” — the concept of using compliance date extensions that are long in duration to indefinitely delay the compliance dates of final rules.
“I am disappointed that this pattern continues today with the issuance of an exemptive order that provides a two-year compliance date extension for two rules aimed at increasing transparency in the securities lending and short sale markets: Rule 10c-1a (Securities Lending Reporting) and Rule 13f-2 (Short Position and Short Activity Reporting),” she said.
The SEC adopted both of these rules in 2023 under rulemaking authority granted by US Congress through the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the well-known legislative response to the wreckage generated by the 2008 financial crisis.
Trade groups challenged the rules on various grounds, and, on August 25, 2025, the Fifth Circuit largely rejected the arguments they raised. It did, however, agree with one argument and remanded the Rules to the Commission, without vacating them, to allow the Commission “to analyze [the Rules’] cumulative economic impact and respond[] to further comments in view of that analysis.” The Court determined that “there is at least a serious possibility that the agency will be able to substantiate its decision given an opportunity to do so.”
“It should not take two years to complete a narrow revision of the Rules’ economic analyses consistent with the Court’s request,” Crenshaw said in the statement. “This could be done expeditiously and concisely. However, rather than following the Court’s narrow directive, the Commission not so subtly signals that no one should even bother with implementation; the Rules will be changing.
“The right (and legal) thing to do would be to implement the Rules, which are already effective since the Fifth Circuit declined to vacate them. If extra time is truly necessary to allow registrants more runway to prepare for the Rules in light of the Court’s decision, this could be accomplished by a short compliance date extension. Any future modifications should be addressed separately, as required by statute, through notice-and-comment rulemaking.
“Under the guise of compliance date extensions, we are attempting to camouflage a new willingness to repeatedly bend the rules until they break — eroding the rule of law.”
In a regulatory update, the International Securities Lending Association (ISLA) noted that:
- For Rule 13f-2 / Form SHO, the new compliance date is 2 January, 2028 and the first Form SHO filings will be due in February 2028 for the January 2028 reporting period.
- For Rule 10c-1a (Securities Lending Reporting), reporting to a Registered National Securities Association will now begin 28 September, 2028 and public dissemination of securities lending data will begin 29 March, 2029.
“These extensions allow the SEC time to consider next steps and offer the industry additional preparation time as the regulatory framework continues to evolve,” ISLA wrote in emailed commentary.