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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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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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