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SEC Commissioner Roisman on Universal Proxy Rules

Thank you to the staff who worked on this rulemaking.

I support adopting this rule.  I see no compelling reason to prevent shareholders from mixing and matching their votes between a management and dissident slate, given that shareholders who attend meetings are already able to vote in this way.

I would have preferred, however, that today’s rule include certain additional changes and believe we should continue to consider those going forward.  First, I believe we should have given greater consideration to having this rule apply to funds.  I have heard no clear argument for why they should be treated differently

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SEC Commissioner Speaks on the Emerging Challenge of Cybersecurity

Good afternoon.  Thank you for the kind introduction and the opportunity to speak to the Los Angeles County Bar Association today.  Before I begin, let me issue the standard disclaimer that the views I share are my own and do not represent those of the Securities and Exchange Commission (the “SEC”) or my fellow Commissioners.

Today I would like to speak with you about cybersecurity, a topic that is becoming increasingly important for companies and regulators as more of our registrants’ operations have moved online.  The threats, strategies, and motives of cybercriminals can take many forms.  To name just a

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SEC Commissioners Discuss Report on “Meme Stock” Episode

Today [October18], the staff issued a report on the so called “meme stock” episode that occurred this past January.  We would like to thank the staff not only for their hard work on this report, but also for keeping the Commission fully and timely informed during the period of extreme volatility discussed in the report.  While the report includes an interesting account of the events, it does not appear that many conclusions can be drawn from the data.  This report should have been an anodyne report on the events of earlier this year and, if evident from the data, an … Read more

SEC Commissioner Asks Whether Agency Can Make Sustainable ESG Rules

Thank you Gary [LaBranche] and the National Investor Relations Institute for inviting me to speak at your 2021 Virtual Conference. Of course, I will clarify up front that the views I express are my own and do not necessarily reflect those of the Commission.

I. Introduction

I appreciate the unique and important role Investor Relations (“IR”) teams play in our capital markets, serving as a primary channel for communication between companies’ leaders and groups such as analysts, as well as asset managers and investors who hold ownership positions in those companies. It seems that an increasing amount of that communication

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SEC Commissioners Comment on Chair Gensler’s Regulatory Agenda

Last Friday, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Action (“Agenda”), which includes the SEC Chair’s Agenda.[1] While there are important and timely items on the list, including rules related to transfer agents and government securities alternative trading systems, the Agenda is missing some other important rulemakings, including rules to provide clarity for digital assets, allow companies to compensate gig workers with equity, and revisit proxy plumbing. Perhaps the absence of these rules is attributable to the regrettable decision to spend our scarce resources to undo a number of

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Putting the Electric Cart Before the Horse:* Inevitable Costs of a New ESG Disclosure Regime

Thank you to Dan [Bigman] and the Corporate Board Member for inviting me to participate in today’s ESG Board Forum.  Of course, the views I express here are my own and do not necessarily represent those of my fellow Commissioners.

As the topic of this event indicates, ESG is on everyone’s mind this year.  There have been several calls for the SEC to require public issuers to include granular disclosure on ESG topics in their SEC filings.  As you have probably heard me say before,[1] I have reservations about the SEC issuing prescriptive, line-item disclosure requirements in this space,

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SEC Commissioners Respond to Chairman’s Call for Review of Proxy-Voting Advice Rules

Today [June 1], Chair Gensler announced that he has directed the SEC staff to consider whether to recommend that the Commission revisit its recent regulatory actions taken with respect to proxy voting advice businesses and its longstanding interpretation of proxy solicitation.[1] Additionally, the staff announced that it will not recommend an enforcement action against a proxy voting advice business that fails to comply with the Commission’s existing requirements for proxy voting advice.[2]

As background, last July, the Commission adopted requirements that proxy voting advice businesses, in order to rely on exemptions from the information and filing requirements of

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Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

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

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

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

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

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

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

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

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

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

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