Manufacturers release new economic analysis pushing back on interpretation of SEC bond rule

washington d.c. – The National Association of Manufacturers has released new economic analysis on the damaging impact of the Securities and Exchange Commission’s attempt to force private companies to publicly disclose financial information.

The new interpretation of SEC rules would apply to private companies that raise capital through corporate bond issues under SEC Rule 144A. If the new interpretation goes into effect as planned in January 2023, these companies will face reduced liquidity and increased borrowing costs, leading to significant job losses and lower US GDP.

Main conclusions:

These impacts will be felt throughout the economy, resulting in the loss of 30,000 jobs each year during the first five years of the new interpretation. Job losses will increase over time, reaching 50,000 jobs lost each year after five years and 100,000 jobs lost each year after 10 years.

These job losses are directly attributable to the decreased liquidity and increased borrowing costs associated with the SEC’s new interpretation.

NAM is expressed:

NAM’s Senior Vice President of Tax and Domestic Economic Policy, Chris Netram, released the following statement:

β€œIn an era of rising interest rates and economic uncertainty, manufacturers cannot afford the SEC to arbitrarily disrupt bond markets. With tens of thousands of jobs at stake, the SEC must act to by the end of the year to reverse this misinterpretation.

NAM stock:

Today, NAM is filing two rulemaking petitions with the SEC to end the damage that this new interpretation of the rules would cause.

NAM is asking the SEC to backtrack by clarifying β€” either through a rule or an exemption order β€” that Rule 144A issuers are not required to disclose financial information. NAM is also asking for emergency interim measures to prevent the new interpretation from coming into effect in January.


  • SEC Rule 15c2-11 requires brokers to ensure that key information about issuers of OTC equity securities is current and publicly available before freely quoting the securities of such issuers.
  • SEC Rule 144A permits the resale of securities (primarily corporate debt issues) to qualified institutional buyers, i.e. large financial institutions that own or manage more than $100 million of titles. Retail investors cannot purchase Rule 144A securities. Notably, under Rule 144A, issuers are required to make their financial and operational information available to QIBs.
  • In September 2021 and December 2021, the Exchanges and Markets Division of the SEC issued no-action letters applying Rule 15c2-11 to Rule 144A debt; the new requirements take effect in January 2023. This ruling contradicts the historical application of Rule 15c2-11 to OTC equity securities and circumvents important regulatory safeguards required by the Administrative Procedure Act.
  • NAM has weighed in with the SEC and Congress seeking to overturn this damaging interpretation.


The National Association of Manufacturers is the largest manufacturing association in the United States, representing small and large manufacturers in all industry sectors and in all 50 states. The manufacturing industry employs more than 12.9 million men and women, contributes $2.77 trillion annually to the US economy, and accounts for 58% of private sector research and development. NAM is the powerful voice of the manufacturing community and the primary advocate for a policy agenda that helps manufacturers compete in the global economy and create jobs in the United States. For more information about NAM or to follow us on Twitter and Facebook, please visit

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