Crown image Columbia Law School

SEC Commissioners Discuss Proposed Changes to Regulation S-K

We support sending out for public comment the recently proposed revisions to Regulation S-K, the central repository for non-financial statement disclosure. We’re especially grateful to our colleagues in the Division of Corporation Finance, Director Bill Hinman, Betsy Murphy, Felicia Kung, Lisa Kohl, Elliott Staffin, Sandra Hunter Berkheimer, and Shehzad Niazi for their careful and diligent work on this proposal.

We want to start by noting that the proposal is commendable for adding disclosure on the critical topic of human capital. This reflects an understanding of what American families have known for generations: companies that invest in their workers perform better

Read more

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,

Read more

SEC Commissioner Jackson Gives Statement on Margin for Security Futures

As always, I want to begin by thanking our Staff for the hard work reflected in today’s release. In particular, Tom McGowan and Sheila Swartz provided helpful briefings to my Office, addressing a wide range of questions in connection with this proposal.

Today’s proposal addresses margin requirements for security futures. We haven’t revisited those rules in almost two decades, so updating them makes sense.[1] But the majority simply proposes to lower the required margin without seriously analyzing the consequences of doing so or assessing alternatives.[2] The proposal favors deregulatory intuition over market-driven analysis, so I respectfully dissent.

*          … Read more

SEC Commissioner Jackson Speaks on Final Rules Governing Investment Advice

Our nation is facing a savings crisis. Many young workers are unable to save at all; half of America’s retirees have saved less than $65,000 and face the terrifying prospect of running out of money in retirement.[1] Every time those Americans seek help from financial professionals, they’re asked to trust someone whose interests can be contrary to their own. And when that conflict leads to bad advice, investors suffer costs that American savers simply cannot afford.

I believe that the SEC’s most crucial task is to protect investors from the dangers this basic economic reality presents. Since I’ve been

Read more

SEC Commissioner Jackson Dissents from Proposed Amendments to Sarbanes-Oxley

Thank you, Mr. Chairman, and thank you to the Staff in the Division of Corporation Finance, including John Fieldsend, Elizabeth Murphy, Felicia Kung, Lindsay McCord, and Director Bill Hinman, for their work in developing today’s release. I also appreciate the efforts of my colleagues in the Division of Economic and Risk Analysis, especially Director SP Kothari, Chyhe Becker, and Tara Bhandari.

Today my colleagues propose to roll back the requirement that auditors attest to the adequacy of certain companies’ internal controls. The proposal’s analysis of the costs of attestation is based on data that’s over a decade old, and the

Read more

SEC Commissioner Jackson Comments on Proposed Rule on Financial Disclosures for Mergers and Acquisitions

Let me begin by thanking the staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing the May 3 release and for helpful briefings throughout this process.

The May 3 proposal governs the financial information firms give investors relating to mergers and acquisitions, among other things. It provides several necessary updates to our rules. But I’m concerned that the proposal treats mergers as an unalloyed good—ignoring decades of data showing that not all acquisitions make sense for investors. Thus, while I vote to open this proposal for public comment, I urge investors … Read more

SEC Commissioner Jackson Discusses FAST Act Adopting Release

I want to begin by conveying my thanks to the staff in the Division of Corporation Finance for their hard work in developing today’s adopting release. I am especially grateful to Charles Kwon and Dan Greenspan, as well as Director Bill Hinman, for the time you spent with me and my office throughout this process.

Following up on a detailed report our staff sent to Congress under the Fixing America’s Surface Transportation (FAST) Act,[1] the Securities and Exchange Commission today adopts a final rule on information investors receive about the increasingly complex companies in our markets.[2] The rule … Read more

Common Ownership: The Investor Protection Challenge of the 21st Century

Thank you so much, Scott [Hemphill], for that incredibly kind introduction.It’s a real honor to be here with you—and to be invited to testify before the Federal Trade Commission (FTC). I share your commitment to making sure our markets are competitive and fair for all Americans. And I’m delighted that the FTC has convened this important conversation about the increasingly concentrated ownership profiles of America’s public companies.

I should begin, of course, with the standard disclaimer: the views I express here are my own and do not reflect the views of the Securities and Exchange Commission, my … Read more

Competition: The Forgotten Fourth Pillar of the SEC’s Mission

Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our economy at the forefront of the national agenda, and I share your commitment to making sure our markets are competitive and fair for all Americans. So it’s a real honor to be here with you today.*

Now, before I begin, let me just give the standard disclaimer: the views I express here are my own and do not reflect … Read more

SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules

Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to Tom McGowan from Trading and Markets and Meredith Mitchell from our Office of General Counsel for being so patient with me and my office throughout this process.

Standing up our securities-based swap regime is an important step for the Commission and for the Nation. And our proposal has been sitting on the shelf since 2012.[1] The Commission’s failure to

Read more

SEC Commissioner Jackson on the State of America’s Stock Markets

Thank you so much, J.W. [Verret] and Ty [Gellasch], for that incredibly kind introduction. It’s a real honor to be here with you both today at George Mason, talking about the only issue you two have ever agreed on.[*] Literally. They say that politics makes for strange bedfellows,[1] and, for reasons that will soon become clear, nowhere is that more true than when it comes to reforming America’s stock markets—so I’m grateful to both of you for your leadership on these issues.

Now, before I begin, let me just give the standard disclaimer: the views I express

Read more

SEC Commissioner Jackson Issues Statement on Shareholder Voting

Today, the Office of the Chairman and the Division of Investment Management at the Securities and Exchange Commission suddenly raised questions about long-resolved issues regarding shareholder voting.[1] Because the Investor Advisory Committee’s critical work in this area is ongoing, it’s important to clarify the path ahead for those interested in giving shareholders real access to the levers of corporate democracy.

First, the law governing investor use of proxy advisors is no different today than it was yesterday. The Commission has long recognized that proxy advisors—the companies that develop recommendations regarding how investors should vote on corporate questions—serve an important … Read more

SEC’s Jackson Calls for Curbing Executives’ Ability to Cash Out on Buybacks

Thank you so much, Neera [Tanden], for that very kind introduction. I’ve long admired all that you and everyone here at the Center for American Progress do to promote a progressive economic agenda. And I share your commitment to making sure our markets are safe and efficient—and fair for all Americans. So it’s a real honor to be with you here today.[1]

I also want to thank my friend Andy Green, who in addition to being Managing Director of Economic Policy here at CAP, has been a critical source of wisdom for me since my swearing in at the

Read more

The Middle-Market IPO Tax

It’s a real honor to be here with you today at the Greater Cleveland Middle Market Forum.* In addition to leading some of the nation’s most promising young companies, you all have done exceptional work making sure that the middle market gets the attention it deserves in Washington. And as a lifelong baseball fan, I couldn’t miss the chance to see the Indians show the Cubs who’s boss tonight in Cleveland.[1]

Now, before I begin, let me just give the standard disclaimer: the views I express here are my own and do not reflect the views of the … Read more

Fact and Fiction: The SEC’s Oversight of Administrative Law Judges

I’ve had the honor of serving as a commissioner of the SEC for just over a month now— and I’ve learned a lot in that time, mostly from the outstanding staff.  I’ve been schooled about cryptocurrency, spent hours wading through enforcement recommendations, and have been left in awe of the breadth of knowledge and expertise across our agency.

One thing that I always tried to bring to my work as an academic, and that I now hope to bring to my work as a policy-maker, is a focus on data and facts.  Numbers are powerful things. A well-placed statistic can … Read more

SEC Commissioner Jackson Talks Mandatory Arbitration

I’m so glad to be back home here in New York. It’s an incredible honor to be speaking after Mayor Bloomberg today. And I’m sure the Mayor will be pleased to know that I plan to return and speak in New York often, if only so I can get a decent slice of pizza.[1]

I was born in the Bronx, just a few subway stops from here, to a big Irish Catholic family. My father was one of five kids and my mother was one of nine, and I’ve got dozens of cousins spread all around New York. In

Read more

Perpetual Dual-Class Stock: The Case Against Corporate Royalty

My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and enough reading to empathize with my former law students, who used to tell me, to my puzzlement, that my Corporate Law syllabus was not exactly beach material.

But in between the policy memos that come across my desk, I’ve also had the pleasure of working with my new colleagues on the SEC’s Staff. They’ve taught me a lot in a

Read more

Brief of 15 Professors of Law and Finance in MetLife v. FSOC

Last week, along with our co-authors Kate Andrias and Michael Barr of the University of Michigan Law School, we filed an amicus brief on behalf of fifteen professors of law and finance in MetLife v. Financial Stability Oversight Council. MetLife has challenged the FSOC’s determination that the company’s distress could threaten U.S. financial stability—and, thus, that MetLife should be subject to Federal Reserve supervision. The case, which is currently before the federal trial court in Washington D.C., represents the first major challenge to an FSOC designation. Our brief explains why the court should reject this challenge.

Our brief reflects … Read more

The SEC’s Holiday Gift to High-Speed Traders

Last month, we released a new study, How the SEC Helps Speedy Traders, covered here by the Wall Street Journal, revealing that the Securities and Exchange Commission’s systems have been giving certain investors market-moving corporate filings before those same filings are made available to the investing public. In the days after the Journal published its article, the Senate Banking Committee issued a bipartisan letter to the SEC, “urg[ing] the SEC to quickly investigate this timing disparity for company filings and take the necessary steps to eliminate it.” Based on our subsequent research, the Journal later reported that the … Read more

Our Debate on the Williams Act and Shareholder Activism: Takeaways for the SEC

Our Blog’s most recent Marketplace for Ideas series has considered whether the SEC should tighten its rules under the Williams Act, which now require that investors must disclose purchases of a 5% or greater stake in public companies within ten days of crossing the 5% level. This debate began in March 2011, when Wachtell, Lipton, Rosen and Katz first petitioned the SEC to reduce the disclosure window from ten days to one, and SEC Staff immediately signaled that they were indeed inclined to tighten the disclosure period. In response, Lucian Bebchuk and I filed a comment letter urging the SEC … Read more