Category: SEC-2405

Securities and Exchange Commission (SEC)

May 2024 Press Releases

SEC-PR-2024-56

SEC NEWS - SEC-PR-2024-56SEC-PR-2024-56 (MAY. 14, 2024)

PRESS RELEASE | 2024-56

SEC Seeks Candidates for Small Business Capital Formation Advisory Committee.

Washington D.C., May 14, 2024 — The Securities and Exchange Commission is seeking candidates to fill a limited number of vacancies on the agency’s Small Business Capital Formation Advisory Committee ⊗, which provides advice and recommendations to the Commission on rules, regulations, and policy matters relating to small businesses.

The committee was established by the SEC Small Business Advocate Act of 2016 ⊗ (PDF). Consistent with statutory requirements, committee members represent a diverse spectrum of leaders, investors, and advisors who work with early-stage private companies and smaller public companies, including minority- and women-owned small businesses.

The committee advises and consults with the Commission on rules, regulations, and policies as they relate to:

  • Capital raising by emerging, privately held small businesses and publicly traded companies with less than $250 million in public market capitalization;
  • Trading in the securities of emerging companies and smaller public companies; and
  • Public reporting and corporate governance requirements of emerging companies and smaller public companies.

“The SEC’s decision-making benefits from a wide array of inputs, including perspectives of the Small Business Capital Formation Advisory Committee and its members,” said SEC Chairman Gary Gensler. “I look forward to working with the committee to continue upholding the SEC’s mandate to facilitate capital formation for companies of all sizes, while protecting investors across America.”

Members of the public interested in serving on the committee should promptly email a letter of interest to smallbusiness@sec.gov with applicable information about their relevant experience. The deadline for submissions is June 14, 2024.

Relevant experience may include:

  • Representing emerging companies engaging in private and limited securities offerings or considering an initial public offering (IPO), professional advisors of such companies (including attorneys, accountants, investment bankers, and financial advisors), and investors in such companies;
  • Service as an officer or director of minority-owned small businesses or women-owned small businesses;
  • Representing smaller public companies, the professional advisors of such companies (including attorneys, accountants, investment bankers, and financial advisors), and the pre-IPO and post-IPO investors in such companies; and
  • Representing participants in the marketplace for the securities of emerging companies and smaller public companies, such as securities exchanges, alternative trading systems, analysts, information processors, and transfer agents.

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SEC-PR-2024-66

SEC NEWS - SEC-PR-2024-66SEC-PR-2024-66 (MAY. 31, 2024)

PRESS RELEASE | 2024-66

SEC Charges Robert Scott Murray and Trillium Capital with Fraudulent Scheme to Manipulate Getty Images Stock. Massachusetts resident liquidated his Getty Images stock holdings after sham offer to buy company drove up its stock price.

Washington D.C., May 31, 2024 —

The Securities and Exchange Commission today charged Robert Scott Murray and Trillium Capital LLC, a private company controlled by Murray, with a fraudulent scheme to manipulate the stock price of Getty Images Holdings Inc. by announcing a phony offer by Trillium to purchase Getty Images. Murray, of Mashpee, Mass., is a former CEO and CFO of several publicly traded companies.

The SEC’s complaint, filed in U.S. District Court for the District of Massachusetts, alleges that, in early April 2023, after building a position in Getty Images stock and options, Murray and Trillium began issuing press releases calling upon Getty Images to sell itself or to add Murray to its board of directors. The complaint alleges that Murray designed these press releases, in part, to increase Getty Images stock price, but the releases failed to have much effect on Getty Images stock. Murray thus allegedly devised what he called his “new plan” to pump up the price of Getty Images stock by announcing a phony buyout offer. On the morning of April 24, 2023, Murray and Trillium Capital issued a press release announcing Trillium’s supposed proposal to buy all outstanding stock of Getty Images for $10 a share, nearly twice the prior trading day’s closing price. The supposed offer caused the company’s stock price to spike. The SEC’s complaint alleges that the buyout announcement was false and misleading because Murray and Trillium had no real intention of acquiring Getty, nor did they make a genuine effort to fund the proposed transaction. Although Murray and Trillium pledged in the press release that they would hold their shares, Murray started to liquidate his Getty Images stock within minutes after the market opened on April 24, without even waiting for Getty to respond to his announced offer.

“Murray claimed that his buyout proposal could create real value for Getty shareholders,” said Mark Cave, Associate Director in the SEC’s Division of Enforcement. “But we allege that, in the end, Murray leveraged his professional credentials to orchestrate an old-fashioned pump-and-dump scheme, disguised as shareholder activism.”

The SEC’s complaint charges Murray and Trillium with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. To resolve the SEC’s charges, Murray and Trillium agreed to the entry of a judgment that permanently enjoins them from future violations of these provisions of the federal securities laws, enjoins them from participating or engaging in certain securities-related conduct, and bars Murray from serving as an officer or director of a public company. Defendants also agreed that the court will determine whether they will be required to pay disgorgement, prejudgment interest, and civil penalties and, if so, in what amounts.

In a parallel action, the U.S. Attorney’s Office for the District of Massachusetts today announced criminal charges against Murray.

The SEC’s investigation was conducted by Jonathan Cowen, Michael Keating, and Kevin Gershfeld and supervised by Jeffrey P. Weiss and Mr. Cave. The SEC’s litigation will be led by Zachary Avallone and supervised by Melissa Armstrong. The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of Massachusetts, the FBI, and the Financial Industry Regulatory Authority.


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SEC-PR-2024-61

SEC News - SEC-PR-2024-61SEC-PR-2024-61 (MAY. 20, 2024)

PRESS RELEASE | 2024-61

SEC Issues Exemptive Order Providing Additional Time for Certain Registrants to File Quarterly Reports in Light of BF Borgers Permanent Suspension

Washington D.C., May 20, 2024 — The Securities and Exchange Commission today provided exemptive relief to certain registrants affected by the permanent suspension of BF Borgers CPA PC and its owner, Benjamin F. Borgers (together, “BF Borgers”), from appearing and practicing before the Commission as an accountant. It is expected that registrants that previously retained BF Borgers will need to engage a new, qualified, independent, PCAOB-registered public accountant to audit or review the financial information included in their Commission filings.

The Commission’s order ⊗ (PDF) provides an additional period of time for the filing of quarterly and transition reports on Form 10-Q for issuers that have filed a timely Form 12b-25 notifying the Commission of their inability to file a report on a timely basis. The order will provide affected registrants with an additional period of time to hire a new, qualified, independent, PCAOB-registered public accountant and file with the Commission financial information that complies with the requirements of the federal securities laws.


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SEC-PR-2024-65

SEC NEWS - SEC-PR-2024-65SEC-PR-2024-65 (MAY. 31, 2024)

PRESS RELEASE | 2024-65

SEC Investor Advisory Committee to Examine the New Frontier for Investment Advice and Discuss AI Regulation at June 6 Meeting

Washington D.C., May 31, 2024 — The Securities and Exchange Commission’s Investor Advisory Committee will hold a virtual public meeting on June 6, 2024, at 10 a.m. ET. The meeting will be webcast on the SEC website.

The committee will host two panels:

  • Examining the New Frontier for Investment Advice; and
  • AI Regulation: Embracing the Future

The committee will also discuss potential recommendations regarding the Protection of Self-Directed Investors when Trading Complex Products and Utilizing Complex Strategies ⊗ (PDF) and Financial Literacy and Investor Education ⊗ (PDF).

The full agenda is available here ⊗.

The Investor Advisory Committee, which focuses on investor-related interests, advises the Commission on regulatory priorities and various initiatives to help protect investors and promote the integrity of the U.S. securities markets. Established by the Dodd-Frank Act ⊗ (PDF), the Committee is authorized by Congress to submit findings and recommendations to the Commission.

Learn more about the Investor Advisory Committee here ⊗.


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SEC-PR-2024-64

SEC NEWS - SEC-PR-2024-64SEC-PR-2024-64 (MAY. 29, 2024)

PRESS RELEASE | 2024-64

SEC Charges Advisory Firm Mass Ave Global and Co-Founder and CEO Winston Feng with False Statements and Undisclosed Conflicts

Washington D.C., May 29, 2024 — The Securities and Exchange Commission today instituted settled proceedings against formerly registered investment adviser Mass Ave Global Inc. (MassAve) and its co-founder and CEO Winston M. Feng for making false and misleading statements to investors in MassAve’s flagship opportunity fund. To settle the SEC’s charges, MassAve agreed to pay a civil penalty of $350,000, and Feng agreed to pay a civil penalty of $250,000. In addition, Feng, who is also the chief investment officer and portfolio manager at MassAve, is suspended for 12 months from industry-related work.

According to the SEC’s orders, from 2020 to 2022, New York City-based MassAve, an investment adviser that made Asia-focused investments and that held more than $1 billion in regulatory assets under management, made a series of materially false and misleading statements about its flagship opportunity fund’s holdings and exposures. The orders found that some of the false statements were the result of modifications Feng made to underlying portfolio data, which MassAve then included in investor communications, such as its monthly tear sheets, summary portfolio snapshots, and top 10 position lists. In addition, according to the SEC’s orders, from late 2022 to early 2023, MassAve did not report to its investors a conflict of interest arising from MassAve’s other co-founder operating a separate hedge fund in China. The SEC’s order against MassAve also found failures in the firm’s compliance policies and procedures.

According to the SEC’s orders, in January 2023, MassAve reported to investors that its communications about the flagship fund were inaccurate and did not contain appropriate disclosures. Soon thereafter, MassAve received a wave of redemption requests and has since been winding down operations.

“Complete and accurate reporting at all turns, whether in investor communications or about conflicts of interest, is vital to investor protection,” said Osman Nawaz, Chief of the SEC Enforcement Division’s Complex Financial Instruments Unit. “We will continue to hold individuals accountable for falling short in making such disclosures.”

The SEC’s orders found that MassAve violated the antifraud and compliance provisions of the Investment Advisers Act of 1940 and that Feng violated the antifraud provisions of the Advisers Act. Without admitting or denying the SEC’s findings, MassAve and Feng consented to the entry of the SEC’s orders requiring them to cease and desist from further violations, censuring MassAve, and imposing the penalties listed above.

The SEC’s investigation was conducted by Joseph P. Ceglio and Kelly Rock, of the Division of Enforcement’s Complex Financial Instruments Unit, with assistance from Ling Yu and Travis Hill, of the New York Regional Office, and was supervised by Joshua Brodsky, also of the Complex Financial Instruments Unit.


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SEC-PR-2024-63

SEC NEWS - SEC-PR-2024-63SEC-PR-2024-63 (MAY. 22, 2024)

PRESS RELEASE | 2024-63

SEC Charges Intercontinental Exchange and Nine Affiliates Including the New York Stock Exchange With Failing to Inform the Commission of a Cyber Intrusion

Washington D.C., May 22, 2024 — The Securities and Exchange Commission today announced that The Intercontinental Exchange, Inc. (ICE) agreed to pay a $10 million penalty to settle charges that it caused the failure of nine wholly-owned subsidiaries, including the New York Stock Exchange, to timely inform the SEC of a cyber intrusion as required by Regulation Systems Compliance and Integrity (Regulation SCI).

According to the SEC’s order, in April 2021, a third party informed ICE that ICE was potentially impacted by a system intrusion involving a previously unknown vulnerability in ICE’s virtual private network (VPN). ICE investigated and was immediately able to determine that a threat actor had inserted malicious code into a VPN device used to remotely access ICE’s corporate network. However, the SEC’s order finds that ICE personnel did not notify the legal and compliance officials at ICE’s subsidiaries of the intrusion for several days in violation of ICE’s own internal cyber incident reporting procedures. As a result of ICE’s failures, those subsidiaries did not properly assess the intrusion to fulfill their independent regulatory disclosure obligations under Regulation SCI, which required them to immediately contact SEC staff about the intrusion and provide an update within 24 hours unless they immediately concluded or reasonably estimated that the intrusion had or would have no or a de minimis impact on their operations or on market participants.

“The respondents in today’s enforcement action include the world’s largest stock exchange and a number of other prominent intermediaries that, given their roles in our markets, are subject to strict reporting requirements when they experience cyber events. Under Reg SCI, they have to immediately notify the SEC of cyber intrusions into relevant systems that they cannot reasonably estimate to be de miminis events right away. The reasoning behind the rule is simple: if the SEC receives multiple reports across a number of these types of entities, then it can take swift steps to protect markets and investors,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “Here, the respondents subject to Reg SCI failed to notify the SEC of the intrusion at issue as required. Rather, it was Commission staff that contacted the respondents in the process of assessing reports of similar cyber vulnerabilities. As alleged in the order, they instead took four days to assess its impact and internally conclude it was a de minimis event. When it comes to cybersecurity, especially events at critical market intermediaries, every second counts and four days can be an eternity. Today’s order and penalty not only reflect the seriousness of the respondents’ violations, but also that several of them have been the subject of a number of prior SEC enforcement actions, including for violations of Reg SCI.”

ICE and its subsidiaries consented to the entry of the SEC’s order finding that the subsidiaries violated the notification provisions of Regulation SCI and that ICE caused those violations. Without admitting or denying the SEC’s findings, ICE and its subsidiaries, consisting of Archipelago Trading Services, Inc.; New York Stock Exchange LLC; NYSE American LLC; NYSE Arca, Inc.; ICE Clear Credit LLC; ICE Clear Europe Ltd.; NYSE Chicago, Inc.; NYSE National, Inc.; and the Securities Industry Automation Corporation agreed to a cease-and-desist order in addition to ICE’s monetary penalty.

The SEC’s investigation was conducted by Benjamin D. Brutlag and Lory C. Stone under the supervision of Melissa Hodgman and Carolyn M. Welshhans. The team was assisted by Heidi Pilpel and David Liu of the SEC’s Division of Trading and Markets and by the Technology Controls Program of the SEC’s Division of Examinations.


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SEC-PR-2024-62

SEC News - SEC-PR-2024-62SEC-PR-2024-62 (MAY. 21, 2024)

PRESS RELEASE | 2024-62

Securities and Exchange Commission Chair Gensler Statement on Upcoming Implementation of T+1 Settlement Cycle.

Washington D.C., May 21, 2024 — Securities and Exchange Commission Chair Gary Gensler today issued the following statement on the conversion of the U.S. securities market to a T+1 standard settlement cycle, which will take place on May 28, 2024:

“For everyday investors who sell their stock on a Monday, shortening the settlement cycle will allow them to get their money on Tuesday. Shortening the settlement cycle also will help the markets because time is money and time is risk. It will make our market plumbing more resilient, timely, and orderly. Further, it addresses one of the four areas the staff recommended the Commission address in response to the GameStop stock events of 2021.”

On February 15, 2023, the SEC adopted a set of rule amendments and new rules to facilitate the shortening of the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (or T+2) to one business day after the trade date (or T+1). The new rules also improve the processing of institutional trades by establishing new processing and recordkeeping requirements for broker-dealers and registered investment advisors, respectively. Further, the rules established a new requirement to facilitate straight-through processing by central matching service providers.

The SEC originally established a standard settlement cycle of three business days (or T+3) for most securities transactions in 1993, shortening the prevailing practice at the time of settling securities transactions within five business days of trade date. In 2017, the SEC shortened the standard settlement cycle from T+3 to T+2. While previous transitions were successful, transition to a shorter settlement cycle may lead to a short-term uptick in settlement fails and challenges to a small segment of market participants. Despite such expected issues, the SEC has seen with each transition that shortening the settlement cycle benefits investors and reduces the credit, market, and liquidity risks in securities transactions faced by market participants.

Since the SEC voted to establish a T+1 settlement cycle in the U.S., SEC staff has been monitoring on a continuous basis the efforts of market participants to prepare for the shorter settlement cycle and coordinating with regulatory authorities in North America, Europe, Asia, and other jurisdictions around the world. In March, to help market participants prepare for the upcoming move to T+1, SEC staff published a risk alert ⊗ (PDF), responses to frequently asked questions ⊗, and an Investor Bulletin ⊗.

As the compliance date of May 28, 2024, approaches, the Commission will continue its efforts to help facilitate a successful transition.


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SEC-PR-2024-60

SEC NEWS - SEC-PR-2024-60SEC-PR-2024-60 (MAY. 17, 2024)

PRESS RELEASE | 2024-60

SEC Announces Departure of Policy Director Heather Slavkin Corzo and Appointment of Corey Klemmer to the Role

Washington D.C., May 17, 2024 — The Securities and Exchange Commission today announced that Policy Director Heather Slavkin Corzo will leave the agency. Corey Klemmer, most recently the Corporation Finance Counsel to Chair Gary Gensler, has been appointed Policy Director.

“Heather has been one of my most trusted advisers over the last three years,” said Chair Gensler. “She has provided sound counsel and managed a policy agenda that, together, have bolstered protections for the investing public and enhanced avenues for capital formation by issuers – with achievements ranging from money market fund reform to shortening the settlement cycle to enhancing corporate disclosure about material cyber events. I wish her the best of luck.”

“I thank Corey for taking on a new role leading policy work across our regulatory agenda,” Chair Gensler added. “Corey has developed strong relationships throughout the agency and has a proven ability to shepherd important rulemakings from development to adoption.”

Ms. Slavkin Corzo was one of Chair Gensler’s first appointments to his senior staff. She joined the SEC in April 2021 and led a team of policy experts who advise Chair Gensler on SEC rulemakings and other regulatory issues. She oversaw the proposal and adoption of nearly 40 rulemakings relating to market structure, issuer disclosure, fund oversight, and other areas critical to investor protection and capital formation. Before joining the SEC, Ms. Corzo was the Director of Capital Markets Policy at the American Federation of Labor and Congress of Industrial Organizations (AFL-CIO), the Head of U.S. Policy at the Principles for Responsible Investment, and a Senior Fellow at Americans for Financial Reform. She also served as Director of the AFL-CIO’s Office of Investment and previously as its Senior Legal and Policy Advisor. Earlier in her career, she was Assistant Counsel at BISYS Fund Services. She received her J.D. from Boston University School of Law and a B.S. in journalism from the University of Florida.

“During my past three years at the Commission, I have had the privilege of working with incredible colleagues and the extremely dedicated and talented staff of the SEC every day,” said Ms. Slavkin Corzo. “I am proud of all that the Commission has accomplished on behalf of American investors and look forward to continuing to observe, from the outside, the amazing work the Commission has ahead of it.”

Ms. Klemmer joined the SEC in July of 2021. Since then, she has supported the Chair in proposing and adopting rules implementing the Holding Foreign Companies Accountable Act and outstanding Dodd-Frank mandates, as well as updating insider trading rules, beneficial ownership disclosures, and the regulation of special purpose acquisition companies. For the last two years, Ms. Klemmer has worked in a project management capacity across the policy agenda. Prior to joining the agency, she served as Director of Engagement for Domini Impact Investments LLC. Previously, she served as an analyst at the AFL-CIO Office of Investment. Ms. Klemmer graduated cum laude from Amherst College with a B.A. in Law, Jurisprudence, and Social Thought and earned her J.D. from Tulane University Law School. Ms. Klemmer is a barred attorney in New York and is a CFA charter holder.

“It’s been a privilege to work with our exceptional team and the incredible staff of this agency over the last three years, and I look forward to continuing the important policy work together,” said Ms. Klemmer.


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SEC-PR-2024-59

SEC NEWS - SEC-PR-2024-59SEC-PR-2024-59 (MAY. 16, 2024)

PRESS RELEASE | 2024-59

Tina Diamantopoulos Named Regional Director of Chicago Office

Washington D.C., May 16, 2024 — The Securities and Exchange Commission today announced that Tina Diamantopoulos has been named Director of the Chicago Regional Office, the Commission’s second-largest regional office.

Ms. Diamantopoulos is a 30-year veteran of the SEC and has held leadership roles in both the Division of Enforcement and the Division of Examinations. Since April 2022, she has served as the Associate Director for the regional broker-dealer examination program supervising teams that examine broker-dealers, exchanges, transfer agents, municipal advisors, funding portals and security-based swap dealers.

“I am pleased that Tina will continue her longstanding service at the Commission in her new role as Chicago Regional Director,” said SEC Chair Gary Gensler. “Tina’s wide-ranging experience in the Chicago office will be an asset to the agency’s work. I also would like to thank Kay Pyszka and Vanessa Horton for agreeing in December to serve as Acting Co-Directors of the office.”

As Director of the Chicago Regional Office, Ms. Diamantopoulos will lead a staff of more than 275 attorneys, accountants, investigators, securities compliance examiners, and other personnel involved in the performance of compliance examinations and the investigation and litigation of enforcement actions.

“Tina brings invaluable knowledge and perspective to this position from her deep experience across the SEC,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “We look forward to working with her to advance the Enforcement program in the Chicago Regional Office and across the Enforcement Division.”

“I am delighted that Chair Gensler named Tina as the Chicago Regional Director. She is a visionary leader whose dedication, expertise, and commitment has strengthened compliance and greatly enhanced protections for investors in the region,” said Richard R. Best, Director of the SEC’s Division of Examinations.

Ms. Diamantopoulos began working in the Enforcement Division in the Chicago office in 1994 and was promoted to Branch Chief in 1999. In 2004, she was selected to serve as a Senior Special Counsel in the Examinations Division, where she was responsible for advising the broker-dealer examination program, representing the Commission in dealings with the securities industry, state and federal officials and the public, and handling enforcement referrals. In 2010, she became the Counsel to the Regional Director, where she provided advice on legal, policy and operational issues,

“I am honored and excited to serve as the Director of the SEC’s Chicago Regional Office. I look forward to leading our incredibly talented team of Enforcement, Examinations, and Operations professionals who are unequivocally committed to protecting investors and ensuring compliance with the federal securities laws,” said Ms. Diamantopoulos. “Together, we will continue the important work of the Commission to increase compliance and protect investors now and into the future.”

Ms. Diamantopoulos earned her law degree from Northwestern Pritzker School of Law and her bachelor’s degree from Marquette University.


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SEC-PR-2024-58

SEC NEWS - SEC-PR-2024-58SEC-PR-2024-58 (MAY. 16, 2024)

PRESS RELEASE | 2024-58

Securities and Exchange Commission Adopts Rule Amendments to Regulation S-P to Enhance Protection of Customer Information

Washington D.C., May 16, 2024 — The Securities and Exchange Commission today announced the adoption of amendments to Regulation S-P to modernize and enhance the rules that govern the treatment of consumers’ nonpublic personal information by certain financial institutions. The amendments update the rules’ requirements for broker-dealers (including funding portals), investment companies, registered investment advisers, and transfer agents (collectively, “covered institutions”) to address the expanded use of technology and corresponding risks that have emerged since the Commission originally adopted Regulation S-P in 2000.

“Over the last 24 years, the nature, scale, and impact of data breaches has transformed substantially,” said SEC Chair Gary Gensler. “These amendments to Regulation S-P will make critical updates to a rule first adopted in 2000 and help protect the privacy of customers’ financial data. The basic idea for covered firms is if you’ve got a breach, then you’ve got to notify. That’s good for investors.”

The amendments require covered institutions to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information. The amendments also require that the response program include procedures for, with certain limited exceptions, covered institutions to provide notice to individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization.

The amendments require a covered institution to provide notice as soon as practicable, but not later than 30 days, after becoming aware that an incident involving unauthorized access to or use of customer information has occurred or is reasonably likely to have occurred. The notice must include details about the incident, the breached data, and how affected individuals can respond to the breach to protect themselves.

The amendments will become effective 60 days after publication in the Federal Register. Larger entities will have 18 months after the date of publication in the Federal Register to comply with the amendments, and smaller entities will have 24 months after the date of publication in the Federal Register to comply.


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