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SEC Chairman Announces Roundtable on Management, Reporting, and Regulation

Our capital markets benefit from a level of retail investor participation that is unparalleled among the world’s large industrialized countries. Our Main Street investors who, day in and day out, put their hard-earned money to work for the long term are the reason why we have the deepest, most dynamic and most liquid capital markets in the world.

Today’s Main Street investors have a substantial responsibility to fund their own retirement and other financial needs. As a result of increased life expectancy and a shift from defined benefit plans (e.g., pensions) to defined contribution plans (e.g., 401(k)s and IRAs), the

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SEC Chairman Clayton Testifies to Senate on 2020 Budget Request

Chairman Kennedy, Ranking Member Coons and Senators of the Subcommittee, thank you for the opportunity to testify today on the President’s fiscal year (FY) 2020 budget request for the U.S. Securities and Exchange Commission (SEC).[1]

It is an honor to appear before this Subcommittee again with my colleague, U.S. Commodity Futures Trading Commission (CFTC) Chairman Christopher Giancarlo.  This is the fourth time we have testified together before Congress, and since he is planning on leaving the agency soon, I want to express my deep appreciation for his work on behalf of our markets, our investors and, importantly, our country. 

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SEC Chairman Clayton Comments on Proposed Amendments to Sarbanes-Oxley

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Our only item on the agenda today is a recommendation from the Division of Corporation Finance to propose amendments to the definitions of “accelerated filer” and “large accelerated filer.”

Once again, the measured, thoughtful work of the Division of Corporation Finance shines through.

The matter before us today can be fairly characterized as a retrospective review of one component of the Sarbanes-Oxley Act of 2002. In this regard, I’ll take a step back and note that there are many

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SEC Chair Clayton Offers “MD&A” for the Agency

Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a page from our disclosure rulebook and give you a look at the Securities and Exchange Commission (“SEC”) through the “eyes of management,” similar to what public companies do in the “Management’s Discussion and Analysis,” or “MD&A” section of their SEC filings. In other words, I am going to be eating some of our own cooking.

First, some “cautionary” language:

  • the

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SEC Chairman Clayton Talks Market Growth and Development

Welcome to the SEC’s 29th Annual International Institute for Securities Market Growth and Development.[1]

Thank you for being our guests over the next two weeks.

It is our honor to host 186 delegates from 69 countries this year. I know that many of you traveled long distances to be with us today, and I am appreciative of your dedication and your desire to engage in a dialogue with your international counterparts.

During your time at the Institute, you will hear from the SEC’s experts on a wide variety of subject matters, and you will also receive presentations from

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SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee

Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman on a call with members of the Committee last month, where among other things we talked about human capital disclosures and proxy plumbing. My prepared remarks for that call—as well as Commissioner Roisman’s—are available on our website.

Turning to the agenda for today, I look forward to the discussion on the stock exchange regulatory structure, which is an important

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SEC Chair Discusses Shareholder Proposals Seeking Mandatory Arbitration Provisions in Bylaws

The issue of mandatory arbitration provisions in the bylaws of U.S. publicly-listed companies has garnered a great deal of attention.  As I have previously stated, the ability of domestic, publicly-listed companies to require shareholders to arbitrate claims against them arising under the federal securities laws is a complex matter that requires careful consideration.[1]

On various occasions, I have been asked about this issue in the hypothetical context of whether the staff of the Division of Corporation Finance would declare effective the registration statement of a domestic company seeking to include mandatory arbitration provisions in its governing documents at the

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SEC Chair Discusses EDGAR-Hacking Enforcement Action

In August 2017, shortly after my arrival at the Commission, I was informed that an intrusion into the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system took place in 2016.   We immediately initiated a series of review and response initiatives, including promptly disclosing the incident and our anticipated response to the public and to Congress.[1]

In the subsequent months, we have pursued various review and uplift efforts around the EDGAR system and the SEC’s information technology systems more broadly.  These efforts are discussed in more detail in my Congressional testimony and our agency financial report.[2]

Importantly, one

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SEC Chair Clayton Talks Small Business Capital Formation

Every year the SEC staff does a tremendous job identifying topics, selecting speakers and coordinating the behind the scenes work necessary to organize this all-day event focused on small business capital formation.[1]  Thank you Bill, Jennifer [Zepralka] and the staff in the Division of Corporation Finance and the Office of Minority and Women Inclusion for coordinating this year’s forum. This year I also want to extend a special thank you to our co-hosts—Dean Makhija [Muh-kee-sha] and the rest of the staff at The Ohio State University Fisher College of Business—for opening your doors to us. It is nice to

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SEC Chair Talks Rulemaking Over the Past Year and the Road Ahead

For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs to be done, and adjust course accordingly.[1]

My colleagues at the Commission and I go through this exercise relatively frequently, including to fulfill statutory reporting requirements—yes, like the public companies we regulate, we too have disclosure obligations. It makes me happy, and it is important, that we strive to approach our reporting with the same care and candor we

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SEC Chair Clayton Offers Remarks at Proxy Roundtable

My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.

First, thank you to Bill, Michele Anderson and staff from the Divisions of Corporation Finance and Investment Management. You are doing what we should do – getting important issues in our markets on the table in a transparent and fair manner.[1] I also want to thank the panelists who graciously have given up time out of their busy schedules to be here today.

Second, please remember that our capital market

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SEC Chair Clayton Talks Capital Formation

I am delighted to participate in the 36|86 Entrepreneurship Festival here in Nashville, Tennessee. I would like to speak for about 25 minutes about key capital formation initiatives at the SEC.[1] After my remarks, I will be joined by Bill Hinman, the Director of the SEC’s Division of Corporation Finance, for a fireside chat that will be moderated by [Tennessee] Governor Bill Haslam. Thank you for joining us today, Governor Haslam.

The 36|86 Entrepreneurship Festival is a fitting place to discuss the Commission’s capital formation priorities. While many people visit Nashville because of its rich history and legendary music

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SEC Chair Talks Investor Roundtables on Conduct Standards for Investment Professionals Rulemaking

In April 2018, the Commission proposed for public comment a significant rulemaking package designed to serve our Main Street investors that would (1) require broker-dealers to act in the best interest of their retail customers, (2) reaffirm and in some cases clarify the fiduciary duty owed by investment advisers to their clients and (3) require both broker-dealers and investment advisers to clarify for all retail investors the type of investment professional they are, and disclose key facts about their relationship.

Shortly after we issued our proposal, we organized a series of roundtables to provide Main Street investors from around the

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SEC Chair Issues Statement on Proxy Process Roundtable

Shareholder engagement is a hallmark of our public capital markets, and the proxy process is a fundamental component of that engagement. In 2010, the Commission issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability, and integrity that shareholders and companies should expect.[1] In light of the many changes in our markets, technology, and how companies operate since then, SEC staff will host a roundtable this fall to hear from investors, issuers, and other market participants about whether the SEC’s proxy rules should be refined.

The … Read more

SEC Chair Talks Culture at the SEC and Financial Institutions

Thank you Bill [Dudley] for that kind introduction and for inviting me to speak today.[1] I’m planning to speak for fifteen or so minutes and to open the floor to questions.

I want to extend my congratulations to Bill Dudley on a very successful term. You are now a member of the long line of former leaders and perpetual culture carriers at the New York Fed. The respect for the New York Fed, among national and international regulators and, importantly, market participants of all stripes, is remarkable, but clearly well deserved. Congratulations are also in order for John Williams,

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SEC Chair Clayton Talks Retail Investment Services and Forward-Looking Regulation

It is wonderful to be in Philadelphia.

It is wonderful to be at Temple University. It is very kind of Temple to host this event. I will speak for about 30 minutes and then take questions.[1]

Before I move to today’s topic — the relationship between Main Street investors and investment professionals — I ask for your indulgence because I want to elaborate on Pennsylvania, Philadelphia and Temple University.

Pennsylvania is my home state.[2] My brothers and I were fortunate to experience much of the best of Pennsylvania growing up.   Through the sixth grade, we lived in what … Read more

SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents

On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents.  The release also communicates the Commission’s views on the importance of maintaining comprehensive policies and procedures related to cybersecurity risks and incidents.

In today’s environment, cybersecurity is critical to the operations of companies and our markets.  Companies increasingly rely on and are exposed to digital technology as they conduct their business operations and engage with their customers, business partners, and other constituencies.  This reliance on and exposure to our

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SEC Chair Clayton Testifies About Virtual Currencies

Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1]  I am pleased that the Committee is holding this hearing to bring greater focus to the important issues that cryptocurrencies, initial coin offerings (ICOs) and related products and activities present for American investors and our markets.

I am also pleased to join my counterpart, Commodity Futures Trading Commission (CFTC) Chairman Christopher Giancarlo, for our second time testifying together before Congress. Since I joined the Commission in May, Chairman Giancarlo and I have built a strong relationship. Cryptocurrencies, ICOs … Read more

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

Thank you for that warm welcome.[1]  I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was teaching at UPenn law school, the best classes were the ones where students asked difficult, but informed, questions. With Meredith and this audience, I know that I am in for a treat.

Before we get to the question and answer session, I want to take a few moments to highlight two issues: (1) my expectations for market professionals, particularly when

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SEC Chair’s Remarks at Ceremonial Swearing In of New Commissioners Jackson and Peirce

Good Morning.

I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr.

I note that this August will be the 55th anniversary of Dr. King’s “I Have A Dream” speech here in Washington and April will be the 50th anniversary of his death at age 39.

His lasting impact on America is remarkable and even more remarkable in the context of his short life with us. It is amazing the difference one person can make.

In preparation for our event today,

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Editor's Tweet |
Editor's Tweet: SEC's Clayton officially swears in Rob Jackson and Hester Peirce as new commissioners, finally getting the commission fully staffed.