Hester M. Peirce

SEC Commissioner Criticizes Funding for Consolidated Audit Trail

By Hester M. Peirce September 7, 2023 by Hester M. Peirce

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

By Hester M. Peirce July 27, 2023 by Hester M. Peirce

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

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SEC Commissioner Dissents from New Rule on Private Fund Data Collection

By Hester M. Peirce May 4, 2023 by Hester M. Peirce

Thank you, Chair Gensler. This expansion of Form PF data collection is the latest reflection of the Commission’s unquestioning faith in the Benevolent Power of More, a faith that I do not share. We have not explained sufficiently why we

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SEC Commissioners Dissent to Charges Against McDonald’s for Flawed Disclosure of CEO Firing

By Hester M. Peirce and Mark T. Uyeda January 12, 2023 by Hester M. Peirce

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

By Hester M. Peirce October 28, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce Discusses Chief Compliance Officer Liability

By Hester M. Peirce July 8, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce Criticizes Regulatory Flexibility Agenda

By Hester M. Peirce June 24, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce on ESG Disclosures Proposal

By Hester M. Peirce May 27, 2022 by Hester M. Peirce

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

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SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal

By Hester M. Peirce March 31, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures

By Hester M. Peirce March 22, 2022 by Hester M. Peirce

Thank you, Chair Gensler.  Many people have awaited this day with eager anticipation.  I am not one of them.  Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures. 

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SEC Commissioner Peirce Dissents on Cybersecurity Proposal

By Hester M. Peirce March 10, 2022 by Hester M. Peirce

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

By Hester M. Peirce February 11, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce Dissents on Proposal to Amend Regulation ATS

By Hester M. Peirce January 27, 2022 by Hester M. Peirce

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

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SEC Commissioner Peirce Dissents on Universal Proxy Rules

By Hester M. Peirce November 19, 2021 by Hester M. Peirce

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

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SEC Commissioners Discuss Report on “Meme Stock” Episode

By Hester M. Peirce and Elad L. Roisman October 19, 2021 by Hester M. Peirce

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 …

SEC Commissioner Peirce on Nasdaq Board Diversity Proposal

By Hester M. Peirce August 9, 2021 by Hester M. Peirce

I write in opposition to the approval of the Board Diversity Proposal (“Board Diversity Proposal” or “Proposal”) submitted for approval by the Nasdaq Stock Market LLC (“the Exchange”).[1] The Proposal attempts to expand opportunity, a goal I share,[2]

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SEC Commissioner Peirce Speaks on ESG Disclosure

By Hester M. Peirce July 21, 2021 by Hester M. Peirce

This summer was the summer of the cicadas. The dull hum of their song permeated the solitude of an evening stroll, along with the disconcerting crunch as pedestrian attempts to avoid squashing the creatures inevitably failed. Every seventeen years the …

SEC Commissioners Comment on Chair Gensler’s Regulatory Agenda

By Hester M. Peirce and Elad L. Roisman June 17, 2021 by Hester M. Peirce

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

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

By Hester M. Peirce and Elad L. Roisman June 3, 2021 by Hester M. Peirce

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

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SEC Commissioner Speaks at Asset Management Advisory Committee Meeting

By Hester M. Peirce March 22, 2021 by Hester M. Peirce

Good morning to you all and thank you Ed [Bernard]. It is always a pleasure to welcome the hard working volunteers of AMAC back to the Commission. I also want to thank Sarah ten Siethoff and the staff of the

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