Good afternoon. I hope you are enjoying this year’s edition of SEC Speaks, which gives the public a good overview of all the work that is going on at the Commission.[1] In the Office of the Investor Advocate, we
Securities and Exchange Commission

Commissioner Peirce Speaks on SEC’s “Secret Law”

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 …

SEC Chair Clayton Offers “MD&A” for the Agency
Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a
SEC Offers Framework for “Investment Contract” Analysis of Digital Assets

SEC Chairman Clayton Talks Market Growth and Development
Welcome to the SEC’s 29th Annual International Institute for Securities Market Growth and Development.[1]
Thank you for being our guests over the next two weeks.
It is our honor to host 186 delegates from 69 countries this year.
Gibson Dunn on SEC Simplification of Disclosure Requirements

SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee
Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman …

SEC Commissioner Jackson Discusses FAST Act Adopting Release
I want to begin by conveying my thanks to the staff in the Division of Corporation Finance for their hard work in developing today’s adopting release. I am especially grateful to Charles Kwon and Dan Greenspan, as well as Director …


Short Selling and the New Market Manipulation
Stock market manipulation has been around since shortly after stock markets were invented. Everyone is familiar with the methodology in the standard “pump and dump” scheme: False rumors are circulated, the stock is bid up by the manipulators, supply might …
Equity Market Structure 2019: Looking Back and Moving Forward
Chairman Clayton
Thank you, Dean Rapaccioli, for your kind introduction and for the invitation to Director Redfearn and me to speak about equity market structure.[1]
I’m delighted that my good friend Craig Phillips was able to take time to

SEC Commissioner Speaks to Council of Institutional Investors

How to Enhance the Value of Shareholder Voting Recommendations
In a new article, I discuss how investment advisers like Blackrock, State Street, and Vanguard, can become adequately informed prior to voting their proxies without having to read massive amounts of information about the hundreds or thousands of companies …
Sullivan & Cromwell Discusses SEC Guidance on Director Diversity Disclosure
On February 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance released Compliance and Disclosure Interpretations 116.11 and 133.11, which address the disclosure of self-identified diversity characteristics with respect to board members and nominees under Items 401 …
Sullivan & Cromwell Discusses Key Considerations for Annual SEC Filings
As issuers prepare their Form 10‑K and 20‑F filings for fiscal year 2018, they should consider the guidance provided in some recent speeches from officials of the Securities and Exchange Commission (“SEC”), which highlight a number of considerations relating to …

SEC Commissioner Offers Inside View of the Regulation Machine
I had high expectations when I picked up Thom [Lambert’s] book on regulation shortly after it first came out several years ago.[1] Those expectations were exceeded by the clear and compelling way in which the book wrestles with the


Securities Disclosure As Soundbite: The Case of CEO Pay Ratios
Since 2018, U.S. public companies have had to calculate and report a new, unconventional statistic—a CEO pay ratio—which links CEO pay to the pay of rank-and-file workers. Based on a last-minute addition to the Dodd-Frank Act of 2010, the disclosure …

SEC Chair Discusses EDGAR-Hacking Enforcement Action
In August 2017, shortly after my arrival at the Commission, I was informed that an intrusion into the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system took place in 2016. We immediately initiated a series of review and response
Debevoise & Plimpton Discusses Custody of Digital Assets
Interest in cryptocurrencies and other digital assets on blockchains or distributed ledgers[1] has increased exponentially in recent years. The total market capitalization of cryptocurrencies and other digital assets on blockchains increased from slightly more than $17.5 billion in January …

SEC Chair Clayton Talks Small Business Capital Formation
Every year the SEC staff does a tremendous job identifying topics, selecting speakers and coordinating the behind the scenes work necessary to organize this all-day event focused on small business capital formation.[1] Thank you Bill, Jennifer [Zepralka] and the