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SEC Commissioner Lee Discusses Regulation S-K and ESG Disclosures

Let me start with a warm welcome to our newest colleague, Commissioner Crenshaw. She has been a tremendous asset to the Commission for many years, and I know that she will continue to serve the agency, investors, and the public with great distinction. I also want to thank the staff for their hard work on today’s rule.[1] They’ve done exemplary work under trying circumstances, and I am, as always, grateful.

The final rule the majority adopts today, however, is silent on two critical subjects: diversity and climate risk disclosures. At the proposing stage for this rule, I was encouraged

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SEC Commissioners Crenshaw and Lee Discuss Failure to Modernize Accredited Investor Definition

The accredited investor definition is the single most important investor protection in the private market.[1] Today’s amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining to provide economic analysis to show how the failure to index will affect American investors—the bulk of whom are seniors—going forward.

With its actions today, the Commission continues a steady expansion of the private market, affording issuers of unregistered securities access to more and more investors without due regard for the risks they face, and without sufficient data or analysis

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SEC Commissioner Lee on Protecting, Serving, and Empowering Investors

Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to this audience today.

I want to start by saying that the views I express today are my own and may not represent the views of my fellow Commissioners or the staff. What are those views? Well, I’ve now been on the Commission for approximately eight months, and in nearly every meeting I have, I am asked the same question: What

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SEC Commissioner Lee on Proposed Order for Equity Market Data Plans

I want to start by thanking Chairman Clayton, Director Redfearn, and our dedicated staff for their work over the past couple of years to address some of the more complex and conflicted areas of equity market structure such as the transaction fee pilot, order handling disclosure reforms, and the regulation of alternative trading systems. I’m grateful for this work and the continued focus on these issues, including today’s proposal.

Our regulatory regime currently places for-profit trading venues in the position of setting many of the rules and costs for how our markets function. The regime was established decades ago, and … Read more

SEC Commissioners Jackson and Lee on Proposed Rules for Funds’ Use of Derivatives

Yesterday [November 25] the Commission proposed rules on funds’ use of derivatives to obtain leverage.[1] Appropriate use of derivatives can produce benefits for investors, like better risk-adjusted returns or more efficient exposure to certain asset classes. But that same leverage also presents serious risks, magnifying losses for investors in times of turbulence. And the Commission’s historically piecemeal approach to these issues is insufficient given the growth in funds’ use of derivatives over the past several decades.

The Commission is long overdue in establishing a systematic approach that more meaningfully limits fund risktaking, so we support this proposal. We’re also

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SEC Commissioner Lee on Shareholder Rights

There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.

The proposed changes to our current proxy regime would make it more costly and more difficult for shareholders to cast their votes or even to get their issues onto corporate ballots. There is a stark divide between issuers and shareholders on the policies reflected here.[1] The bottom line is that these policy choices, if adopted, would shift power away from shareholders and toward management.

There is nothing inherently wrong in making such a choice, particularly

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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

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