SEC’s 2025 Examination Priorities: Guide for Compliance Officers and Legal Professionals
R Tamara de Silva
The U.S. Securities and Exchange Commission (“SEC”) unveiled its 2025 Examination Priorities earlier this week., aimed at enhancing investor protection, promoting market integrity, and addressing the complexities posed by emerging technologies. This guide offers in-depth insights into each priority and provides a strategic roadmap for compliance officers, legal professionals, and registrants.
Overview: SEC’s Strategic Focus for 2025
The SEC’s priorities for 2025 center on the following areas:
- Upholding fiduciary duties and ensuring registrants act in clients' best interests.
- Strengthening cybersecurity measures to protect sensitive data and maintain operational integrity.
- Enhancing compliance with emerging technologies, especially AI.
- Likely expansion of oversight over crypto assets and the digital assets space.
1. Fiduciary Duty and Standards of Conduct
Financial intermediaries such as investment advisers, broker-dealers, and other registrants have to act in their clients’ best interests. The SEC’s 2025 priorities reflect a commitment to ensuring fiduciary standards are upheld across the board.
Detailed Focus Areas for 2025
Conflicts of Interest: The SEC will closely review firms’ disclosures of conflicts, focusing on fee structures, revenue-sharing arrangements, proprietary products, and dual registrant conflicts. Firms must provide full and fair disclosure to clients.
Enhanced Disclosure Practices:
- Identify conflicts related to proprietary products, revenue-sharing, and affiliated services.
- Regularly audit existing disclosures, updating them to ensure clarity and comprehensiveness.
- Implement real-time conflict monitoring systems to detect potential conflicts during client interactions.
Regulation Best Interest (Reg BI): The SEC will scrutinize whether broker-dealers’ recommendations align with retail investors' best interests, ensuring that compliance systems integrate Reg BI principles effectively.
Compliance Steps:
- Develop comprehensive staff training programs that cover Reg BI requirements, focusing on core principles like care, disclosure, and conflict management.
- Deploy automated monitoring tools to track client recommendations, ensuring they align with Reg BI standards.
- Maintain regular audits of compliance systems to verify integration and effectiveness.
Form CRS (Client Relationship Summary): Examiners will assess whether Form CRS disclosures are clear, accurate, and accessible, ensuring retail investors understand costs, conflicts, and services.
Compliance Strategies:
- Use plain language in Form CRS, supported by visual aids to enhance client understanding.
- Conduct periodic reviews of disclosures to ensure they reflect any changes in services or fees.
- Gather client feedback to refine presentation and improve communication.
Impact on Specific Sectors
Registered Investment Advisers (RIAs):
- Review and update disclosures, focusing on clarity and relevance in fee structures and conflicts.
- Train staff regularly on Reg BI requirements and maintain updated compliance frameworks.
Broker-Dealers:
- Emphasize Reg BI compliance through training, enhanced documentation, and automated systems that track recommendations to ensure alignment with clients’ financial goals.
2. Cybersecurity and Data Protection
With the rise in sophisticated cyberattacks, the SEC's priorities for 2025 stress comprehensive cybersecurity measures, data protection, and response preparedness. Examiners will evaluate how firms protect sensitive client data and maintain the integrity of their systems.
Detailed Focus Areas for 2025
Incident Response: The SEC will assess the robustness of firms' incident response plans, focusing on detection, response, and recovery.
Compliance Steps:
- Develop comprehensive incident response protocols, including detection, containment, and recovery measures.
- Implement regular penetration testing and simulated breaches to evaluate and refine response capabilities.
- Maintain detailed logs of all cybersecurity incidents and responses, updating plans based on lessons learned.
Regulation S-P Compliance: Firms must protect customer records from unauthorized access, ensuring compliance with privacy safeguards.
Data Protection Measures:
- Enforce strong encryption protocols for data at rest and in transit.
- Use multi-factor authentication (MFA) for accessing sensitive client information.
- Conduct regular data privacy audits, focusing on access controls, data storage, and disposal procedures.
T+1 Settlement Preparedness: As the market shifts to a T+1 settlement cycle, firms need systems that can handle faster settlements while maintaining cybersecurity measures.
Operational Adjustments:
- Update operational systems to reduce risks of data breaches, operational failures, and settlement errors during accelerated processing.
- Implement automated reconciliation tools to enhance accuracy and reduce human error.
Vendor Risk Management: The SEC will review third-party vendor oversight, focusing on data protection measures.
Enhanced Vendor Due Diligence:
- Ensure that vendors comply with robust cybersecurity standards, conducting regular risk assessments.
- Include specific data protection clauses in vendor contracts to maintain accountability.
Impact on Specific Sectors
Investment Advisers: Strengthen data encryption, vendor risk management, and regular penetration testing.
Broker-Dealers: Enhance identity verification and transaction monitoring systems to prevent identity theft and AML risks.
Small and Medium-Sized Firms: Consider outsourcing functions like penetration testing and data audits to specialized providers.
3. Artificial Intelligence (AI) and Emerging Technologies
AI presents new opportunities and challenges in the financial sector. The SEC's 2025 priorities emphasize transparency, fairness, and compliance in AI deployment across trading, client interactions, and compliance monitoring. What this means is practice is less than certain.
Detailed Focus Areas for 2025
Algorithmic Transparency: AI-driven decision-making processes, whether in trading or compliance, must be explainable and auditable.
Compliance Strategies:
- Implement AI models that allow for transparency and explainability.
- Maintain detailed logs of AI decisions, documenting inputs, model parameters, and outputs for audit purposes.
- Regularly test AI models to identify potential biases and improve decision-making transparency.
AI Compliance Tools: Examiners will assess whether AI tools used for compliance (e.g., transaction monitoring, surveillance) maintain accuracy and fairness.
Compliance Steps:
- Use bias detection tools to ensure fair outcomes.
- Update AI models regularly to align with evolving regulations and market conditions.
Ethical Use of AI: The SEC will evaluate the ethical implications of AI use, especially in client interactions. Consider establishing internal review boards to assess ethical risks associated with AI models, focusing on potential biases or unintended consequences. At a minimum, monitor developments in this area in terms of regulations, statements from the regulators and enforcement actions. As a practical matter, what constitutes ethical AI is in practice still in debate. Hopefully, the regulators strike a balance that does not adversely affect AI innovation but also protects against the use of AI to inadvertantly promulgate bias and increase customer and firm risk.
Potential red-flags: There are a practical considerations in using GPT wrappers in employment. For hiring decisions or screening applicants a reliance on AI can be problematic because of the hidden and inherent bias in training models. Consult an experienced employment lawyer and be careful of utilizing opaque AI processes in hiring, particularly GPT wrappers whose processes are opaque.
Impact on Specific Sectors
- Hedge Funds and Private Equity: Regularly audit AI models, ensuring decision processes are transparent and documented.
- AI-Driven RIAs: Thoroughly audit AI tools to confirm regulatory compliance, especially in client recommendations. Ask questions about data protection, privacy and cybersecurity protocols.
4. Crypto Assets and Digital Finance
For the second consecutive year, crypto assets remain a central focus, reflecting the SEC's effort to regulate digital finance under securities laws. The SEC's default stance views digital assets as securities, extending oversight to exchanges, DeFi protocols, and custodians.
Detailed Focus Areas for 2025
Scope of Examination: The SEC will examine exchanges, custodians, and DeFi protocols to ensure they comply with securities laws. Firms should assume digital assets are securities unless exempted to mitigate regulatory risk.
Compliance Strategies:
- Implement securities compliance frameworks by default, including prospectus-like disclosures on risks and conflicts.
- Maintain detailed documentation of compliance processes and decision-making for each digital asset offered.
Custody and Safeguarding: The SEC will focus on ensuring strong measures are in place to protect private keys and maintain accurate custody records.
Security Enhancements:
- Use multi-signature wallets and cold storage solutions to safeguard crypto assets.
- Conduct regular security audits to identify vulnerabilities and enhance asset protection.
AML and KYC Compliance: Firms must have robust AML and KYC measures.
Compliance Steps:
- Deploy AI-driven transaction monitoring tools to identify suspicious patterns across blockchain networks.
- Update risk assessments regularly to address emerging risks, particularly in DeFi and cross-border transactions.
Strategic Takeaways for Crypto Participants
Align with Securities Laws: Operate as if digital assets are securities, preparing compliance frameworks accordingly.
Regular Audits and Transparency: Conduct frequent audits, maintain transparent disclosures, and monitor regulatory developments to stay compliant.
5. Compliance with New and Updated Rules
The SEC’s 2025 priorities include compliance with revised regulations like Form PF, Regulation S-P, and ESG disclosures.
Detailed Focus Areas for 2025
Form PF Reporting: Examiners will assess whether private fund advisers comply with new systemic risk indicators in Form PF amendments.
Compliance Strategies:
- Update reporting procedures and use automated data aggregation tools for accurate submissions.
- Conduct training to ensure staff understand updated requirements.
Regulation S-ID: Firms must enhance identity theft prevention programs, complying with revised standards. In terms of operational adjustments, consider implementing robust identity verification and fraud detection systems.
ESG Disclosures: The SEC will evaluate firms’ disclosures on environmental, social, and governance (ESG) risks. Ensure that any ESG disclosures are accurate. The SEC will continue to focus on greenwashing.
6. Specific Impacts on Different Sectors
Registered Investment Advisers (RIAs)
Implications: Heightened scrutiny over conflicts of interest, dual registrants, and AI use.
Compliance Strategies: Focus on clear disclosures, regular audits, and AI transparency.
Broker-Dealers
Implications: Increased focus on Reg BI compliance, identity verification, and AML measures.
Compliance Strategies: Use AI-driven KYC and AML systems to reduce false positives and enhance customer protection.
Private Fund Advisers
Implications: Revised Form PF requirements and AI transparency.
Compliance Strategies: Automate data aggregation and audit AI models regularly.
Crypto Market Participants
Implications: Focus on custody, AML compliance, and securities alignment.
Compliance Strategies: Strengthen security measures, maintain detailed documentation, and prepare for regulatory changes.
Conclusion: Navigating the 2025 SEC Priorities
The SEC’s 2025 examination priorities highlight a regulatory landscape in flux particularly in relation to AI and digital assets. By understanding this focus and addressing it in exisitng compliance frameworks, firms can help mitigate regulatory risk.
Endnotes
- SEC’s 2025 Examination Priorities. U.S. Securities and Exchange Commission. https://www.sec.gov/files/2025-exam-priorities.pdf