Regulatory Relief

Communications to Non­ERISA 403(b) Plans

On February 18th, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management issued a no­action letter in which it agreed to treat Department of Labor Required Investment Information furnished by a plan administrator to non­Employee Retirement Income Security Act 403(b) Plans, and participants and beneficiaries in such plans, as if it were a communication that satisfies the requirements of Rule 482 under the Securities Act.

Statements and Speeches

Chair White Delivers SEC Speaks Opening Remarks

On February 20th, SEC Chair Mary Jo White gave her opening remarks at the annual SEC Speaks conference. Addressing the Commission’s goals for 2015, White discussed the staff’s plans in the areas of market structure, asset managers, and small issuer capital formation. White Remarks. See also Bloomberg (summarizing White’s remarks concerning “venture exchanges”).

Commissioner Aguilar’s Remarks at SEC Speaks

On February 20th, SEC Commissioner Luis A. Aguilar, addressing the SEC Speaks conference, enumerated his priorities for 2015. In doing so, he outlined the concern he has as the agency completes its implementation of the Jumpstart Our Business Startups Act, the need to make SEC enforcement a real deterrent, and the lack diversity to the agency. Aguilar Remarks.

SEC Investor Advocate Addresses SEC Speaks

On February 20th, Rick A. Fleming, the SEC Investor Advocate, spoke at the 2015 SEC Speaks conference. Fleming outlined his office’s role and discussed how to make issuer disclosure more effective with the use of “layered data” and structured data. Because data, and the ability to analyze data, is so important, Fleming questioned the wisdom of H.R. 37, the “Promoting Job Creation and Reducing Small Business Burdens Act,” which was recently passed by the House. The bill would create an exemption from the eXtensible Business Reporting Language filing requirements for Emerging Growth Companies and other small companies, which some have estimated would exclude more than 60 percent of all public companies. Fleming Remarks.

Commissioner Gallagher Discusses Administrative Waivers

On February 13th, SEC Commissioner Daniel M. Gallagher addressed the current debate over whether and when the SEC should waive a disqualification from participating in certain securities activities after an enforcement action. While there exists a lack of legislative history for many of the regulatory disqualification provisions, Gallagher notes that there are two competing justifications underlying the use of automatic disqualifications: reducing recidivism and using the disqualifications as a sanction enhancement. Because he believes disqualifications were meant to be a “forward looking” means of reducing recidivism, they should not be imposed as additional punishment. He therefore objects to the Enforcement Division’s recent refusal to allow respondents to condition settlements on the granting of waivers. If the Commission cannot resolve this issue itself, Gallagher warns, Congressional action may be needed. Gallagher Remarks.

Commissioner Aguilar Discusses the Municipal Securities Market

On February 13th, SEC Commissioner Luis A. Aguilar issued a statement outlining the steps which should be taken to make the municipal securities market more fair, transparent and liquid. Aguilar Statement.

Other Developments

Proxy Voting Roundtable

On February 19th, Reuters summarized the comments made at the SEC’s roundtable on proxy voting. SEC Commissioner Michael Piwowar called for a review of the SEC’s rules which allow issuers to deliver proxy materials electronically. Investor communications firm Broadridge Financial Solutions believes that shareholders who are told by email about the availability of proxy material are less likely to vote than shareholders who are informed via U.S. mail. Shareholder Engagement.