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Elad L. Roisman

Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

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Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1]  Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives.  What does this “enhanced focus” on climate-related matters mean?  The short answer is: it’s not yet clear.  Do these announcements represent a change from current Commission practices or a continuation of the status quo with a new public relations twist?  Time will tell.  In the meantime, it is important to contextualize the recent announcements by providing some historical and procedural background.

The Division

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SEC Commissioner Roisman on Shareholder Proposals under Exchange Act Rule 14a-8

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Change is difficult.  Especially when something has been a certain way for as long as you can remember.  Twenty-two years have passed since the Commission last updated Rule 14a-8.  In particular, the submission threshold was last substantively reviewed and amended in 1998, and the resubmission thresholds have not been updated since 1954.  Yet, over the last several decades, not only has the composition of public company ownership changed drastically, but the ways in which shareholders communicate with companies, and with each other, have evolved with the times as well.  I believe that the only constant in our markets is the

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SEC Commissioner Advocates ESG Disclosure for Asset Managers, Not Issuers

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Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of course, life for all of us has changed since we made those plans. Given how hectic I presume the last few months have been for you, I want you to know how much I appreciate that you are taking the time to call in and listen to me speak.

I would like to begin by taking a moment to remember

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SEC Commissioner Roisman Addresses Proposed Order on Equity Market Data Plans

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Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a proposed framework for how the Commission preliminarily believes governance should be conducted in a new consolidated equity market data NMS plan.

I would like to thank Director Brett Redfearn of the Division Trading and Markets and all the staff who worked on this recommendation.  I also thank Robert Stebbins and the staff of Office of General Counsel and our Chief

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SEC Commissioner Speaks on Protecting Elder Investors

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Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson, EJCC Coordinator [Toni] Bacon, and the Administration for Community Living for, once again, bringing the EJCC together to discuss our shared goal of protecting elder Americans. Thank you also to the EJCC members, participants, and presenters here today for their critical roles in furthering this effort. Before I say more, let me note that the views I express today are

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SEC Commissioners Peirce and Roisman on Proposed Rules for Funds’ Use of Derivatives

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We thank the staff of the Division of Investment Management (the “Division”) for undertaking the challenging task of devising and presenting for Commission vote a proposal to modernize the way we regulate the use of derivatives in investment funds’ portfolios. Derivatives are essential financial tools in today’s markets. They enable portfolio managers of registered investment companies and business development companies (“funds”) to manage and hedge risk, enhance portfolio liquidity, efficiently gain or reduce exposure to certain asset classes, reduce transaction costs, reduce volatility, increase yield, and otherwise assist in portfolio management. If funds were prohibited from using derivatives, investors would

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Commissioner Roisman on Modernizing SEC Rules About Proxy Voting Advice

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I. Introduction – An Important Milestone

Thank you, Chairman Clayton.

I have said before that proxy voting is fundamental to our capital markets.[1]  Improving proxy voting is a subject that I am passionate about, and one I have cared about deeply for the better part of my career.

Today marks an important day for having, and continuing, a real and valuable debate about topics involving investors and companies.  Much has been written and said about the shareholder-company dynamic for over a century in this country, and these debates likely will continue for at least another century as the market

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SEC’s Roisman on Encouraging Smaller Entrants to U.S. Capital Markets

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Good afternoon. Thank you to everyone who hurried back from lunch to hear me speak. The pressure is on for me to make it worth your while. I never imagined that I would be standing at this podium, but I am excited to be here. I recognize that many of you are here today to get insight into what we are focusing on at the Commission. I would like to take this opportunity to let you know what you can expect to hear from me in the coming year.

I will note here that my views and remarks are my

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SEC Commissioner Discusses the Proxy Process

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Today, I will talk about the proxy process. But, before I segue into any substance, this is a good time for me to provide my first standard disclaimer: My views and remarks are my own, and do not necessarily represent those of the SEC or other Commissioners.

Last year, Chairman Jay Clayton announced that the Commission would review the existing SEC rules that govern the proxy system.[1] The staff held a roundtable that raised many issues in this area and invited public comment prior to and following the event.[2] Recently, the Chairman asked me to take the … Read more

SEC Commissioner Roisman Offers Remarks at Proxy Roundtable

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Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the process were perfect, we would not be here today. The topics on the agenda have the tendency to get emotional. Trust me, we know where most, if not all, of you stand on the issues. You have a platform today and I hope you use it to provide us with specific examples, data, and facts rather than generalities or anecdotes. … Read more