Posts Tagged ‘Mary Schapiro’

Dodd-Frank Principles and Provisions

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Friday November 16, 2012 at 8:59 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s remarks at the George Washington University Center for Law, Economics and Finance Regulatory Reform Symposium, available here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Four years ago, this nation was suffering from a near-collapse of our financial system.

While there are differences of opinion as to what was the most significant trigger, a bi-partisan Senate Committee report — known as the Levin-Coburn Report — asserted that the crisis was the result of “high risk, complex financial products; undisclosed conflicts of interest; and the failure of regulators, the credit rating agencies, and the market itself to rein in the excesses of Wall Street.”

While this period of our history will be written and re-written over and over again, Congress and the Administration knew that the status quo was unacceptable. So together they passed landmark legislation to address many of the issues that were highlighted by that tumultuous period.

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a vital and comprehensive response to the financial crisis — an event that devastated the American economy, cost the American people trillions of dollars and millions of jobs, and undermined the confidence that our financial system requires if it is to thrive and support a growing economy.

The sweeping scope of this financial reform legislation sometimes obscures the fact that, despite its breadth, it is rooted in a handful of sound principles that should have been more firmly in place before the crisis, and whose embrace serves to make markets more stable and efficient. Simple principles like. . . .

…continue reading: Dodd-Frank Principles and Provisions

Proposed Rule Regarding General Solicitation and Advertising

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Thursday September 6, 2012 at 8:41 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on a statement from Chairman Schapiro, available here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Background

The Commission considered a proposed rule mandated by the JOBS Act to eliminate the current prohibition against general solicitation and general advertising in certain securities offerings — particularly offerings conducted under Rule 506 of Regulation D.

Rule 506 is one of the exemptions that has been widely used by U.S. and foreign issuers to raise capital without registering their securities offerings.

In 2011, the estimated amount of capital raised in these types of exempt offerings was just over $1 trillion, which is comparable to the amount of capital raised in registered offerings during this same period.

These figures underscore the importance of these exemptions for companies seeking capital in the United States.

When the Commission adopted Rule 506 more than three decades ago, it said the issuer, or any person acting on its behalf, could use the exemption only if they were not offering or selling securities through general solicitation or general advertising.

…continue reading: Proposed Rule Regarding General Solicitation and Advertising

Money Market Fund Reform

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Thursday August 30, 2012 at 9:20 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on a statement from Chairman Schapiro, available here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Three Commissioners, constituting a majority of the Commission, have informed me that they will not support a staff proposal to reform the structure of money market funds. The proposed structural reforms were intended to reduce their susceptibility to runs, protect retail investors and lessen the need for future taxpayer bailouts.

I — together with many other regulators and commentators from both political parties and various political philosophies — consider the structural reform of money markets one of the pieces of unfinished business from the financial crisis.

While as Commissioners, we each have our own views about the need to bolster money market funds, a proposal would have given the public the chance to weigh in with their views as well. However, because three Commissioners have now stated that they will not support the proposal and that it therefore cannot be published for public comment, there is no longer a need to formally call the matter to a vote at a public Commission meeting. Some Commissioners have instead suggested a concept release. We have been engaging for two and a half years on structural reform of money market funds. A concept release at this point does not advance the discussion. The public needs concrete proposals to react to.

…continue reading: Money Market Fund Reform

Changes and Challenges at the SEC

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Sunday May 20, 2012 at 10:11 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House Committee on Financial Services, which is available (including footnotes) here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

The past three years have been a period of enormous change and challenge for the SEC. The aftermath of the financial crisis, the passage of legislation that imposes extensive new responsibilities on the agency, and the growth in the size and complexity of the financial markets have demanded that the SEC become more efficient, creative and productive to achieve its mission. While we have made significant progress in many areas, much work remains to be done. My testimony today will highlight a number of the actions we have taken over the past three years to reform and improve SEC operations. In addition, I will describe our progress on implementation of financial reform legislation, upcoming challenges, and the agency’s FY13 appropriations request.

Operational Improvements and Recent Accomplishments

As you know, the SEC has responsibility for approximately 35,000 entities, including direct oversight of about 12,600 investment advisers, 9,900 mutual funds and exchange traded funds (ETFs), and over 4,500 broker-dealers with more than 160,000 branch offices. We have responsibility for reviewing the disclosures and financial statements of more than 9,100 reporting companies and also oversee approximately 450 transfer agents, 15 national securities exchanges, eight active clearing agencies, and nine nationally recognized statistical rating organizations (NRSROs), as well as the Public Company Accounting Oversight Board (PCAOB), Financial Industry Regulatory Authority (FINRA), Municipal Securities Rulemaking Board (MSRB), and the Securities Investor Protection Corporation (SIPC). Due to recent changes in the law, smaller investment advisers will transition from SEC to state oversight during 2012, but with the corresponding addition of advisers to private funds, we estimate that the agency will still oversee approximately 10,000 investment advisers with about $48 trillion in assets under management. During FY 2012 and FY 2013, we also expect to fully implement our new oversight responsibilities with respect to municipal advisors and entities registering with us in connection with the security-based swap regulatory regime.

…continue reading: Changes and Challenges at the SEC

Say on Pay Leading to Better Communication About Compensation

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Friday December 30, 2011 at 10:27 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s remarks to TheCorporateCounsel.Net “Say-on-Pay Workshop Conference”, which are available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Executive compensation has long been an area of intense interest for shareholders, corporate boards, CEOs, senior executives – and to the SEC.

But, at the SEC, our interest is different from that of other stakeholders. It’s not rooted in any opinion regarding the level of compensation a corporate executive might receive. That is for companies and shareholders to discuss.

Rather, our interest is in ensuring that in this matter – as in other areas of corporate governance – the shareholders who own a company receive the information they need to make an informed judgment, and that they have a vehicle through which they can express that judgment to the board.

I believe that effective communication between shareholders and boards is a cornerstone of good governance.

…continue reading: Say on Pay Leading to Better Communication About Compensation

Fixing the Watchdog: Evaluating and Improving the SEC

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Sunday October 2, 2011 at 9:15 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House of Representatives Committee on Financial Services, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

I would like to discuss the organizational assessment of the Securities and Exchange Commission recently performed by the Boston Consulting Group, Inc. (BCG). [1] The study was mandated by Section 967 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). My testimony will discuss the specifics of the BCG report and our plans for following up on the report’s many recommendations, and also briefly discuss the two pieces of legislation included in the Committee’s invitation letter concerning the SEC’s organization and method of promulgating rules and issuing orders.

When I arrived at the SEC two years ago, the agency was reeling from a variety of economic events and mission failures that had severely harmed the ability of the agency to achieve its mission of protecting investors, maintaining fair and orderly markets, and facilitating capital formation. Reform was needed across the agency, and we immediately initiated decisive and comprehensive steps to reform the way the Commission operates. We brought in new leadership and senior management in virtually every office (including the Commission’s first Chief Operating Officer and Chief Compliance Officer), revitalized and restructured our enforcement and examination operations, revamped our handling of tips and complaints, took steps to break down internal silos and create a culture of collaboration, improved our risk assessment capabilities, recruited more staff with specialized expertise and real world experience, expanded our training, and, through rulemaking and leveraging of public accounting firms’ efforts, enhanced safeguards for investors’ assets, among other things. Our goal throughout these many changes has been to create a more vigilant, agile and responsive organization to perform the critical mission of the agency.

…continue reading: Fixing the Watchdog: Evaluating and Improving the SEC

Shelf-Eligibility Requirements for Asset-Backed Securities

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Wednesday August 17, 2011 at 9:11 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s opening statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff. This post discusses re-proposed rules concerning asset-backed securities, available here.

Next, we will consider re-proposing rules outlining the requirements for an issuer of asset-backed securities to be able to use shelf registration.

Today’s actions partially re-propose a set of rules the Commission proposed in April 2010 that would significantly revise the regulatory regime for asset backed securities. Among other things, the 2010 proposals were designed to increase transparency and to improve the quality of securities that are offered through the shelf registration process.

Subsequent to our proposal, Congress — through the Dodd-Frank Act — sought to address some of the same concerns and we have reevaluated the proposals in light of those provisions. The proposals today also take into consideration suggestions from commenters on the April proposal.

Today the staff is recommending that we re-propose shelf eligibility requirements for ABS issuers and seek additional comment on certain parts of our April 2010 proposal.

As we consider a final set of rules, we will look to the rules we proposed in 2010 as well as the revisions to those proposals we are considering today.

…continue reading: Shelf-Eligibility Requirements for Asset-Backed Securities

Facilitating Shareholder Director Nominations

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Wednesday August 25, 2010 at 2:41 pm
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s opening statement at today’s open meeting of the SEC, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff. The post relates to the adoption of a final SEC rule on proxy access; the adopting release is available here. Additional posts relating to proxy access are available here.

Today, we consider adopting rules that would allow shareholders access to a company’s proxy materials to include their nominees to the corporate board of directors.

As we discussed when the Commission proposed these rules last year, the concept that shareholders can directly participate in the director nomination process — without having to mount a proxy contest — has been debated for over 30 years. In fact, this is the fourth time in recent memory that the Commission has considered the question of amending our proxy rules to address so-called “proxy access.”

Some of the debate during the past has concerned whether the Commission has the authority to adopt these rules. That question was resolved last month, when Congress adopted and the President signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. That law confirms the Commission’s authority to act in this regard. Now it is time to resolve the issue of under what circumstances the Commission should adopt proxy access.

…continue reading: Facilitating Shareholder Director Nominations

The Next Phase in Financial Regulatory Reform

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Tuesday August 3, 2010 at 9:08 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s recent remarks at the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness, which are available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

The past couple of years have been very trying for our markets and our economy. And the path forward still poses significant challenges. But to be fully successful in meeting those challenges, it will require broad engagement—that means business, regulators, consumers and investors alike.

A key part of that challenge will be continuing to strengthen and improve our capital markets.

At the SEC, we routinely hear from investors with concerns and ideas for doing just that. We hear how investors—large and small—are worried about the structure of today’s market, concerned that they are at a disadvantage to the relative handful of sophisticated traders and market intermediaries with unfair access and built-in advantages. We hear about increased volatility and instability. These are issues the SEC has been addressing.

…continue reading: The Next Phase in Financial Regulatory Reform

Meeting the Challenge of Nimble and Effective Regulation

Posted by Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission, on Thursday July 22, 2010 at 9:33 am
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Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s recent remarks at the National Conference of the Society of Corporate Secretaries and Governance Professionals, which are available here in their entirety. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

The Society has long been a force for positive change. In fact, your members have played an important role in ensuring that attitudes and practices change as the business and economic environments evolve—a role that may be as important today as it has been at any point in your history.

Your importance within the corporate structure speaks to my reason for coming today. I’m here to talk about change—to remind you why we need it, to tell you how the SEC has embraced it, and to ask for your input as we embark upon new changes going forward.

The events of the last two years have transformed our world. Your companies, the SEC, the markets and our nation, all changed in significant ways, and on short notice, as each of us strove to react to the most significant economic crisis of our lifetimes.

…continue reading: Meeting the Challenge of Nimble and Effective Regulation

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