Today, to mark the opening of the Practising Law Institute’s 49th Annual Institute, SEC Chair Clayton gave a keynote address focused on governance and transparency, which was a surprising direction since the program focuses heavily on capital formation. In his remarks, Chair Clayton discussed the SEC’s rulemaking agenda. He noted that the SEC’s near-term agenda will be more limited than in prior years. In outlining key areas of attention, Chair Clayton discussed the proxy process and shareholder engagement. He discussed the need to ensure that the voice of retail investors is heard. This is unusual in that so many academic studies and popular press articles have discussed the extent to which there has been a significant decline in the percentage of public company stocks in pure retail hands. To the extent that there is retail ownership it is disintermediated since ownership is indirect through ETFs or other managed investments. In any event, Chair Clayton questioned whether the voting decisions made by funds are maximizing value for shareholders. Chair Clayton also discussed enforcement initiatives and again focused on risks to retail investors–highlighting particular areas of concern such as fee disclosures, penny stock related fraud, and transaction processing issues (such as those that might facilitate microcap fraud). Chair Clayton also touched briefly on ICOs offerings. Here is a link to the full text of the remarks: