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SEC Chair Clayton Discusses Modernizing Our Regulatory Framework

Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.

In particular, I miss the students and their wonderfully insightful questions. I also miss co-teaching with my good friend, Joe Frumkin. Joe has long supported, and spurred my participation in, the Institute of Law and Economics. Thank you Joe for your friendship and support.

Today, I am pleased to discuss:

(1) the Commission’s actions over the past year, with reference to our “organic” and

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SEC Chair Talks Small Business Capital Formation

Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation.[1] It is nice to join you again for today’s meeting.

I am pleased that you will devote today’s meeting to a discussion of the concept release on harmonization of securities offering exemptions. [2] Taking a critical look at our offering exemptions is important for investors and issuers alike.

First, I believe that our private markets are not providing opportunities to our Main Street investors to the same extent, including quality,

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SEC Chair Clayton on Proposals to Reform Proxy Voting System

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.

Today we have two items on the agenda.  These items are part of the Commission’s ongoing work to enhance the accuracy, transparency and effectiveness of our proxy voting system.  They reflect the considerable experience of our staff.  In 2018, almost 5,700 proxy materials were filed with the Commission, and the staff in the Division of Corporation Finance received more than 250 no-action requests relating to shareholder proposals.

Today’s proposals are both rooted in key principles of our securities law. 

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SEC Chair Clayton Talks Fixed-Income Markets

Thank you, Michael [Heaney].  Good morning everyone.  Thank you all for being here and for traveling to our offices in New York.[1]  Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal issuers, (2) rating agency compensation models, (3) index construction, (4) government securities trading platforms, and (5) the LIBOR transition.  We also have updates from our Technology and Electronic Trading Subcommittee and the Corporate Bond Transparency Subcommittee.

I could not be more pleased with the work of the Committee over the last two years.  You have brought a diversity of expertise

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SEC Chair Seeks Public Input on Disclosure for Residential Mortgage-Backed Securities

Securitization plays a critical role in the U.S. capital markets and can enhance liquidity in important sectors of the economy. In particular, residential mortgage-backed securities (“RMBS”) play a significant role in enhancing liquidity in the residential mortgage market and thereby facilitating capital formation in the U.S. housing sector. The Commission originally addressed the registration, disclosure and reporting requirements for asset-backed securities (“ABS”), including RMBS, in 2004 when it adopted new rules and amendments under the Securities Act and the Exchange Act.[1] In 2014, following the financial crisis, the Commission adopted significant revisions to its ABS regulations.[2] The 2014

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SEC Chairman Delivers Remarks on Elder Investor Fraud

Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.

On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants.  Protecting older Americans from investor fraud is an important mission and its importance is growing.

At the SEC, we are very concerned about financial exploitation and investment fraud against seniors.  But, I know that many of our panelists are also focused on a broad spectrum of risks elder Americans face, including physical and psychological abuse as well as other forms of

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SEC Chair Clayton Talks More Modern Regulatory Framework

Today [Septemer 26] , the Commission announced three important rulemakings.

  • Modernizing the Approval Framework for ETFs.  We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized conditions to come to market without obtaining an individualized exemptive order, and (2) amends certain forms to enhance disclosures for investors.
  • Expanding “Testing-the-Waters” Communications to All Issuers.  We adopted a new rule that will extend to all issuers the flexibility provided by the JOBS Act to communicate with institutional investors about potential IPOs and other registered offerings to better gauge

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Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat

Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]

Overview—The SEC’s Mission, People and Governance 

The SEC and its tripartite mission—to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation—are critical to the functioning of our economy and the well-being of millions of Americans.  With a workforce of almost 4,400 staff in Washington and across our 11 regional offices, the SEC oversees, among other things: (1) approximately $96

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SEC Chair on Transparent Market Prices, Small Business, and Teamwork

Thank you Bob [Stebbins]. It is such a pleasure to be in a university town.

We drove in just after 11pm last night [September 12] and even then you could feel the energy, the energy that comes with curiosity, a thirst for knowledge and a belief that knowledge, know how, effort and community will bring us a better tomorrow.

As we drove down Mission Street this morning — past the same Buffalo Wild Wings where we got a burger late last night — I took in the health center, and other businesses. I then remarked to Bob about the strength … Read more

SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues

Thank you for having me and thanks to those who have contributed to today’s [September 9] event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford].

I am grateful to be back.  The Economic Club is where I gave my first public speech as SEC Chairman in July 2017.  In that speech, I discussed the principles that would guide my SEC Chairmanship.[1]  I believe we—and “we” is important to me—have followed those principles.  We—our exceptional Division and Office heads and the approximately 4,400 dedicated women and men, who

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Chairman Clayton Speaks Before SEC Investor Advisory Committee

Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s [September 5] telephonic meeting.

Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers Act relate to an adviser’s proxy voting on behalf of its clients, including in circumstances where the investment adviser uses a proxy advisory firm.[1] In addition, the Commission issued a separate interpretation and related guidance that proxy voting advice provided by proxy advisory firms generally constitutes a solicitation subject to the federal proxy rules.[2] Neither of these actions

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SEC Chairman Clayton Speaks to Fixed-Income Committee

Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here. I want to extend a warm welcome to our newest Commissioner, Allison Lee — Welcome back to the Commission and to your first FIMSAC meeting. We have a full agenda today with four panels, including recommendations from the Corporate Bond Transparency Subcommittee and the Municipal Securities Transparency Subcommittee. We will also hear updates from the Technology and Electronic Trading Subcommittee and the ETFs and Bond Funds Subcommittee. I will endeavor to be efficient, as I know we are all eager to engage on these substantive matters.

At

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SEC Chairman Clayton Speaks to Investor Advisory Committee

Thank you, Anne [Sheehan].  Good morning everyone, and I want to extend a special welcome to our new commissioner, Allison Lee.

I am interested in today’s discussion.  I understand the Committee first will be talking about the SEC approach to regulation in areas where competition may be limited.  Competition is important to the functioning of our capital markets and, over the years, some of the Commission’s most effective actions have fostered competition.

Personally, I often think of the work of the Commission under Chairman Levitt, where the elimination of opacity in our trading markets fostered competition which, in turn, brought

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SEC Chairman Clayton Kicks Off SEC Roundtable on Short-Termism

Bill [Hinman] thanks a lot. I’m going to highlight three items to try and kick us off here. First, a thank you to Bill, Coy, Shelley and the other staff from the Division of Corporation Finance for the work you did in hosting today’s roundtable and on a day to day basis. This event demonstrates the commitment of the Division to important issues that have a direct impact on our Main Street Investors and your commitment to fair and transparent markets.

I also want to thank our panelists. As I look across here if I was investing my money for

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SEC Chair Clayton Discusses Regulation Best Interest and Investment Advisers

As many of you know, in June, the Securities and Exchange Commission adopted a package of rules and interpretations that will enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.[1] Importantly, they bring the legal requirements and mandated disclosures for broker-dealers and investment advisers in line with reasonable investor expectations. These actions do not attempt to favor one type of service or relationship. Rather, they are designed to increase investor protection while preserving access for Main Street investors—both in terms of choice and cost—to a variety of investment services and products.

Our rules and

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SEC Statements on the Retirement of Delaware Chief Justice Leo Strine

Yesterday, Chief Justice Leo Strine announced his retirement after more than twenty years on the Delaware Court of Chancery and Supreme Court of Delaware, two of the most important courts for our markets and our investors.

Chief Justice Strine deserves our thanks for bringing his unparalleled combination of energy, intellect, experience, legal knowledge and pragmatism to the bench. His contributions have extended well beyond the courtroom and the Commission has benefited substantially from his willingness to engage with us on a range of topics important to our investors and our markets. Finally, and critical to the work of the SEC,

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SEC Chair Clayton Issues Statement on Offers of Settlement

When the Securities and Exchange Commission is considering filing (or has filed) an action alleging violations of the federal securities laws, it often is in the public interest to pursue a timely, reasonable and consensual resolution of the matter. The Commission has long recognized that an appropriately-crafted settlement can be preferable to pursuing a litigated resolution, particularly when the settlement is agreed early in the process and the Commission obtains relief that is commensurate with what it would reasonably expect to achieve in litigation. In plain language, the sooner harmed investors are compensated, the offending conduct is remediated, and appropriate

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SEC Chairman Discusses Recent Legal Decisions and the Impact of Data Collection

Thank you, Jeff [Boujoukos], for that kind introduction. I am pleased to have the opportunity to speak with the SEC’s federal and state partners in my home town of Philadelphia. Thank you to the Philadelphia Regional Office for organizing this terrific event.[1]

Before I start, let me remind you that the views I express today are my own and do not necessarily reflect the views of my fellow Commissioners or the SEC staff.

Today I will focus on recent legal decisions impacting our enforcement efforts, and how the thoughtful and responsible use and collection of data from market participants

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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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