We acknowledge that the Commission has broad discretion to set the timing and
Hester M. Peirce
SEC Commissioner Dissents from Denial of Petition to Change No-Admit, No-Deny Policy
I dissent from the Commission’s denial of a petition to amend Rule 202.5(e), our so-called gag rule.[1] This de facto rule follows from the Commission’s enforcement of its policy, adopted in 1972, that it will not “permit a defendant
Two SEC Commissioners Oppose Denial of Coinbase Petition for Crypto Rulemaking
The Commission has denied the Petition for Rulemaking filed on behalf of Coinbase Global, Inc. (“Petitioner”) on July 21, 2022.[1] We disagree with the Commission’s decision.
SEC Commissioner Peirce Declines to Support Rule on Short Sale Disclosure
SEC Commissioner Peirce Declines to Support Final Rules on Beneficial Ownership
The heart of the final rule is a shortening of the filing windows for Schedules 13D
SEC Commissioner Criticizes Funding for Consolidated Audit Trail
Thank you, Mr. Chair. The CAT has been expensive, far more costly than anyone imagined it would be. CAT’s considerable costs need to be allocated and no allocation method is ideal. And regardless of which approach we choose, most costs …
SEC Commissioner Peirce Dissents from Rules on Cybersecurity Disclosure
Thank you, Chair Gensler. Although better than the proposal, this final cybersecurity disclosure rule continues to ignore both the limits to the SEC’s disclosure authority and the best interests of investors. Moreover, the Commission has failed to explain why we
SEC Commissioner Dissents from New Rule on Private Fund Data Collection
SEC Commissioners Dissent to Charges Against McDonald’s for Flawed Disclosure of CEO Firing
We are unable to support the charges against McDonald’s Corporation (“McDonald’s”) for failing to disclose sufficient information regarding the termination of its former CEO, Stephen Easterbrook, in its 2020 proxy statement. The Order[1] casts McDonald’s, the victim of Mr. …
SEC Commissioner Peirce on Flaws in New Clawback Rules
What we are doing today [October 28]—implementing the statutory clawbacks mandate—is commendable. But how we are doing it—expansively, inflexibly, and impractically—is not. Accordingly, I cannot vote to adopt this rule.
Section 954 of the Dodd-Frank Act generally requires the Commission
SEC Commissioner Peirce Discusses Chief Compliance Officer Liability
I write in support of the settled administrative proceeding against Hamilton Investment Counsel LLC (“HIC”) and Jeffrey Kirkpatrick.[1] Because Mr. Kirkpatrick was both a principal and the chief compliance officer (“CCO”) of HIC, the action against him merits close
SEC Commissioner Peirce Criticizes Regulatory Flexibility Agenda
Chair Gensler’s Regulatory Flexibility Agenda[1] for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away
SEC Commissioner Peirce on ESG Disclosures Proposal
Thank you, Mr. Chair. A key impetus for today’s [May 25’s] rulemaking[1] is a legitimate concern about the practice of greenwashing by investment advisers and investment companies. This concern is real because advisers can mint money by calling their
SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal
Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.”[1] If we adopt the
SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures
SEC Commissioner Peirce Dissents on Cybersecurity Proposal
Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago,[1] or public companies, as we are doing today [March 9]—is, …
SEC Commissioner Peirce Speaks on Private Fund Advisers Proposal
Today’s [February 9] proposal represents a sea change. It embodies a belief that many sophisticated institutions and high net worth individuals are not competent or assertive enough to obtain and analyze the information they need to make good investment decisions
SEC Commissioner Peirce Dissents on Proposal to Amend Regulation ATS
Events in the U.S. Treasury market (as well as the related repo market) over the past several years strongly suggest that the market for government securities suffers from inadequate levels of intermediation, liquidity, and transparency that in times of stress
SEC Commissioner Peirce Dissents on Universal Proxy Rules
I support universal proxy, but not today’s version of universal proxy.
Shareholders voting by proxy should be able to split their vote among company and dissident nominees. Allowing shareholders a straightforward way of choosing a mixed slate through a universal
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 …