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Top SEC Officials Address What to Say on Earnings Calls During Pandemic

The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty.  Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our mission.[i]

In the coming weeks, our public companies will be issuing earnings releases and conducting analyst and investor calls.  We urge companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning.  In an effort to facilitate robust disclosure and engagement, we provide the following

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SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times

Over 57 million American households are invested in our securities markets.  The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission.  The 4,500 women and men of the SEC are committed to these investors and the integrity of our markets.  The uncertainties caused by COVID-19 have not changed our perspective or commitment.

Approach to Allocation of Resources, Oversight and Rulemaking

In recent weeks, the Commission has been assisting market participants in their efforts to continue business operations, including investor service operations, in the face of various challenges

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SEC Chairman on the Essential Connections Among Markets, Businesses, and Workers in the Time of Covid-19

Over the past several weeks, my colleagues at the SEC, other regulators, elected officials, market participants and others have asked my views on the functioning of our capital markets, and the importance of those markets, in the context of our fight against COVID-19.[1]  In response, I have stated that, to the extent possible, our markets should function through challenging and uncertain economic times.  In certain cases, I have elaborated on the basis for my views.  Because we are being called upon to make various decisions and provide advice to other decision makers in response to COVID-19, I believe it

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SEC Chair Clayton on Proposed Amendments to Volcker Rule and Disclosure Items

Volcker Rule

Today, the Commission joined the Federal Reserve, OCC, FDIC and CFTC in proposing additional amendments to the implementing regulations under section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule.”[1]  The proposed amendments, which principally relate to the “covered funds” provisions of the Volcker Rule, represent the next step in the Agencies’ efforts to better tailor and clarify the implementing regulations while furthering the Volcker Rule’s important statutory objectives.[2]

Joint Agency Rulemaking and the Commission’s Three Part Mission

The Commission’s three part mission is to protect investors, maintain fair, orderly, and efficient

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SEC Chair Clayton Speaks at Inaugural Meeting of Asset Management Advisory Committee

I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”[1] I apologize that I am not there to speak to you in person. I am in Europe for meetings with my international counterparts on matters that relate directly to the evolution and globalization of the asset management industry, including (1) whether there is a mismatch in investor expectations and market realities regarding liquidity depth in various equity, fixed income and alternative asset markets, and (2) issues raised by the reference rate transition

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SEC Chair Clayton Addresses Proposed Order on Access to Equity Market Data

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act.  The Commission today will consider a staff recommendation to issue for public comment a Proposed Order that would require self-regulatory organizations to propose a new national market system plan to govern the public dissemination of real-time, consolidated market data for NMS stocks.

In July of 2017, in my first public remarks as SEC Chairman, I identified market structure as an area where the Commission and its staff should focus our analytical resources.[1]  The U.S.

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Chairman Clayton Delivers Statement at Open Meeting of SEC

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.

Today, we have six items on the agenda.  As I’ve remarked in the past, we must efficiently allocate the Commission’s limited resources to a combination of statutory mandates and the needs of the day.  The diverse array of items on today’s agenda illustrates this point – we are considering actions that represent the Commission’s continued efforts to complete the remaining, complex mandates of the Dodd-Frank Act, as well as a proposal that reflects our continued efforts to update and

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SEC Chair Delivers Testimony on Oversight to U.S. Senate Banking, Housing, and Urban Affairs Committee

Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]  I am honored to discuss the great work of the women and men of the SEC over the past year in furtherance of our tripartite mission of protecting investors, maintaining fair, orderly and efficient markets, and facilitating capital formation.

Chairing the Commission is a great privilege, and I am fortunate to be able to observe firsthand the incredible work done by the agency’s almost

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SEC Chair Clayton Discusses Modernizing Our Regulatory Framework

Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.

In particular, I miss the students and their wonderfully insightful questions. I also miss co-teaching with my good friend, Joe Frumkin. Joe has long supported, and spurred my participation in, the Institute of Law and Economics. Thank you Joe for your friendship and support.

Today, I am pleased to discuss:

(1) the Commission’s actions over the past year, with reference to our “organic” and

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SEC Chair Talks Small Business Capital Formation

Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation.[1] It is nice to join you again for today’s meeting.

I am pleased that you will devote today’s meeting to a discussion of the concept release on harmonization of securities offering exemptions. [2] Taking a critical look at our offering exemptions is important for investors and issuers alike.

First, I believe that our private markets are not providing opportunities to our Main Street investors to the same extent, including quality,

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SEC Chair Clayton on Proposals to Reform Proxy Voting System

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.

Today we have two items on the agenda.  These items are part of the Commission’s ongoing work to enhance the accuracy, transparency and effectiveness of our proxy voting system.  They reflect the considerable experience of our staff.  In 2018, almost 5,700 proxy materials were filed with the Commission, and the staff in the Division of Corporation Finance received more than 250 no-action requests relating to shareholder proposals.

Today’s proposals are both rooted in key principles of our securities law. 

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SEC Chair Clayton Talks Fixed-Income Markets

Thank you, Michael [Heaney].  Good morning everyone.  Thank you all for being here and for traveling to our offices in New York.[1]  Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal issuers, (2) rating agency compensation models, (3) index construction, (4) government securities trading platforms, and (5) the LIBOR transition.  We also have updates from our Technology and Electronic Trading Subcommittee and the Corporate Bond Transparency Subcommittee.

I could not be more pleased with the work of the Committee over the last two years.  You have brought a diversity of expertise

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SEC Chair Seeks Public Input on Disclosure for Residential Mortgage-Backed Securities

Securitization plays a critical role in the U.S. capital markets and can enhance liquidity in important sectors of the economy. In particular, residential mortgage-backed securities (“RMBS”) play a significant role in enhancing liquidity in the residential mortgage market and thereby facilitating capital formation in the U.S. housing sector. The Commission originally addressed the registration, disclosure and reporting requirements for asset-backed securities (“ABS”), including RMBS, in 2004 when it adopted new rules and amendments under the Securities Act and the Exchange Act.[1] In 2014, following the financial crisis, the Commission adopted significant revisions to its ABS regulations.[2] The 2014

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SEC Chairman Delivers Remarks on Elder Investor Fraud

Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.

On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants.  Protecting older Americans from investor fraud is an important mission and its importance is growing.

At the SEC, we are very concerned about financial exploitation and investment fraud against seniors.  But, I know that many of our panelists are also focused on a broad spectrum of risks elder Americans face, including physical and psychological abuse as well as other forms of

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SEC Chair Clayton Talks More Modern Regulatory Framework

Today [Septemer 26] , the Commission announced three important rulemakings.

  • Modernizing the Approval Framework for ETFs.  We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized conditions to come to market without obtaining an individualized exemptive order, and (2) amends certain forms to enhance disclosures for investors.
  • Expanding “Testing-the-Waters” Communications to All Issuers.  We adopted a new rule that will extend to all issuers the flexibility provided by the JOBS Act to communicate with institutional investors about potential IPOs and other registered offerings to better gauge

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Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat

Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]

Overview—The SEC’s Mission, People and Governance 

The SEC and its tripartite mission—to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation—are critical to the functioning of our economy and the well-being of millions of Americans.  With a workforce of almost 4,400 staff in Washington and across our 11 regional offices, the SEC oversees, among other things: (1) approximately $96

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SEC Chair on Transparent Market Prices, Small Business, and Teamwork

Thank you Bob [Stebbins]. It is such a pleasure to be in a university town.

We drove in just after 11pm last night [September 12] and even then you could feel the energy, the energy that comes with curiosity, a thirst for knowledge and a belief that knowledge, know how, effort and community will bring us a better tomorrow.

As we drove down Mission Street this morning — past the same Buffalo Wild Wings where we got a burger late last night — I took in the health center, and other businesses. I then remarked to Bob about the strength … Read more

SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues

Thank you for having me and thanks to those who have contributed to today’s [September 9] event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford].

I am grateful to be back.  The Economic Club is where I gave my first public speech as SEC Chairman in July 2017.  In that speech, I discussed the principles that would guide my SEC Chairmanship.[1]  I believe we—and “we” is important to me—have followed those principles.  We—our exceptional Division and Office heads and the approximately 4,400 dedicated women and men, who

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Chairman Clayton Speaks Before SEC Investor Advisory Committee

Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s [September 5] telephonic meeting.

Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers Act relate to an adviser’s proxy voting on behalf of its clients, including in circumstances where the investment adviser uses a proxy advisory firm.[1] In addition, the Commission issued a separate interpretation and related guidance that proxy voting advice provided by proxy advisory firms generally constitutes a solicitation subject to the federal proxy rules.[2] Neither of these actions

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SEC Chairman Clayton Speaks to Fixed-Income Committee

Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here. I want to extend a warm welcome to our newest Commissioner, Allison Lee — Welcome back to the Commission and to your first FIMSAC meeting. We have a full agenda today with four panels, including recommendations from the Corporate Bond Transparency Subcommittee and the Municipal Securities Transparency Subcommittee. We will also hear updates from the Technology and Electronic Trading Subcommittee and the ETFs and Bond Funds Subcommittee. I will endeavor to be efficient, as I know we are all eager to engage on these substantive matters.

At

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