July 1, 2019

The History of the SEC Staff’s Disclaimer When Speaking Publicly

One of the stranger things in this field is hearing a SEC Staffer start off their public remarks by providing the “standard” disclaimer that their remarks are their own and not those of the Commission. It seems silly because I would argue that it’s implicit that a Staff member was not speaking for the Commission, but was simply expressing their own thoughts. And in a way, it’s embarrassing for them because it could be heard as “I’m not worthy of being here because what I say doesn’t really matter.”

Luckily, we are used to hearing the disclaimer – so we don’t hear it like that. We have come to expect it – and it even provides a bit of levity to the proceedings because everyone in the room recognizes how silly it is. Including the Staffer forced to utter it. I say “forced” because the Staff is forced to say it. That has been the case for as long as I can remember. It was the case when I spoke as a Corp Fin Staffer back in the ’90s.

But I have checked with some old-timers and they swear they didn’t provide a disclaimer when they spoke in the ’80s. So sometime between the ’80s & the ’90s, something must have happened that caused generations of Staffers to utter such nonsense…

From a member: “For some reason, this disclaimer blog reminded me of the honor pledge we had to write at law school. Whenever we took an exam, we had to write out the following pledge on the cover of the bluebook: “On my honor as a student, I have neither given nor received aid on this examination nor did I have prior knowledge of its contents.” Then you had to sign your name.

You could always tell the law students who’d gone to my school as undergrads, because while the rest of us were dutifully scribbling out all 25 words of the pledge, they were just scrawling “pledged” and signing their names to it. Anyway, maybe the Staffers who’ve been at the SEC for a long time should just say “disclaimed” and get on with their speeches.”

Poll: What Caused the SEC Staff to Start Providing a Disclaimer?

So what is your guess as to why the SEC Staff was forced to starting providing a “public speaking” disclaimer? Please provide your answer via this anonymous poll:


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Broc Romanek