Broc Romanek is Editor of CorporateAffairs.tv, TheCorporateCounsel.net, CompensationStandards.com & DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards & the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League" & curator of its "Deal Cube Museum."
Former SEC Commissioner Roberta Karmel delivered this moving speech before the ABA’s “Federal Regulation of Securities Committee” recently. It’s worth reading all 9 pages. Here’s an excerpt:
In my opinion, while a background in government is useful, an agency like the SEC needs some commissioners who have had real world experience in business or the private practice of securities law. Nevertheless, we do not need SEC commissioners who do not believe in the mission of the SEC or who would like to take a hacksaw to all government regulation. I am very afraid that the Trump Administration and the Republican Congress will try to destroy the SEC, or in any event, the SEC’s independence.
Today, neither the SEC Chair nor the President seems to enjoy the freedom to choose non-partisan candidates who will be confirmed by the Senate. Qualifications are based on ideological correctness rather than expertise. This has led to very contentious and partisan decision making with many 3-2 decisions, or even worse, 2-1 votes, on important issues. Moreover, the selection of commissioners in this manner results in strong dissents designed to enable affected constituencies to appeal rulemaking to the United States Court of Appeals for the District of Columbia Circuit and prevail by upending new regulations. I am not opposed to dissents; I authored a few when I was a Commissioner, but these were based on principle, not party. Partisanship has been a historical hallmark of some agencies, like the National Labor Relations Board, where labor and management commissioners are often at odds. It was not traditionally the case at the SEC where the agency’s mission is to police the securities markets and protect investors, and where influence by outside political forces once was rare.
In my opinion, partisanship has undermined the SEC’s mission and credibility and made it very difficult for the SEC to complete rulemaking mandated by statute. It took five years for the SEC to complete the bulk of mandated rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), in part because Republicans in the Congress and at the SEC objected to many statutory provisions. In the meantime, Congress passed the JOBS Act, which mandated new deregulatory rules, and again the SEC was slow to pass rules implementing this law because Democrats found it objectionable. When the agency operated in a collegial manner, I believe it was more effective and respected and was able to pass rules without so much rancor.
By the way, Politico ran this profile on former SEC Commissioner Paul Atkins, who is leading Trump’s transition efforts in the financial regulatory area & whom met with the President-Elect yesterday…
Sen. Schumer: “Have Votes to Block Dodd-Frank Repeal”
Incoming Senate Minority Leader Chuck Schumer, drawing a line in the sand for the next administration, said he has the votes to stop President-elect Donald Trump from repealing the Dodd-Frank Act and “the rules we put in place to limit Wall Street.” Schumer predicted that the Senate’s Democratic minority would get help from Republicans in any such fight. “We have 60 votes to block him,” Schumer said in an interview on NBC’s “Meet the Press.”
The Jawing Over “Midnight” Rulemaking
As noted in this blog, a few weeks ago, House Majority Leader Kevin McCarthy sent a letter to government agencies warning them against finalizing any pending rules or regulations in the waning days of the Obama administration. SEC Chair White testified before the House Financial Services Committee that same day & said that there would not be any last-minute rulemaking before she leaves. Then, the House passed legislation – “The Midnight Rules Relief Act” (HR 5982) – that would amend the Congressional Review Act. It’s doubtful that President Obama would enact this if the Senate passed the bill too.
Here’s the intro from this WSJ article by Andrew Ackerman:
Financial regulators are scrambling to complete a series of unfinished rules designed to rein in Wall Street, dismaying congressional Republicans and some business groups that have urged policy makers not to rush new regulations as President Barack Obama’s term winds down. The government’s consumer finance watchdog is pushing to finish a contentious measure that could make it harder for financial firms to force consumers into mandatory arbitration. The Federal Reserve and the Securities and Exchange Commission could each wrap up postcrisis measures that would force banks and swaps dealers to add to their books costly new buffers protecting against big losses during periods of market distress. The SEC also wants to limit risky derivatives in mutual funds sold to the public, while a fellow market regulator wants to adopt new curbs on speculation in oil, gold and other commodities. Other high-profile measures are in doubt. Mr. Obama has for two years pushed a committee of agencies to complete limits on executive compensation, aimed at curbing Wall Street risk-taking. The six agencies required to write the rules are racing to complete them but may run out of time before the change in administration, according to regulatory officials.
The efforts to complete the rules before President-elect Donald Trump takes office on Jan. 20 buck calls from Republicans who want the agencies to wait, even on noncontroversial measures required by the 2010 Dodd-Frank financial overhaul, until the new administration takes over. “This type of ’midnight rulemaking’ is neither conducive to sound policy nor consistent with principles of democratic accountability,” Texas Rep. Jeb Hensarling, chairman of the House Financial Services Committee, told SEC Chairman Mary Jo White at a Nov. 15 hearing. Mr. Hensarling is reportedly under consideration to serve as Mr. Trump’s Treasury Secretary.
Regulators deny they are rushing to finish initiatives ahead of the transfer of power and say they are merely working through their normal process to finish rules that were targeted for completion this year. Ms. White, who plans to leave the agency in January, told lawmakers she is finishing rules she had long publicly described as top priorities.
Before Mr. Trump’s surprise win earlier this month, some financial firms and their lobbying groups backed the regulators’ efforts to complete their work. At the time, these groups assumed a victorious Hillary Clinton, under pressure from progressive Democrats like Massachusetts Sen. Elizabeth Warren, would adopt a more adversarial approach to Wall Street oversight than the Obama administration. With Mr. Trump’s victory, however, they anticipate policy makers who favor a lighter regulatory touch will be appointed.
Wow! It was big news when Gamco Asset Management filed the 1st ever Schedule 14N recently. Now, National Fuel Gas has rejected Gamco’s nominee, as reported in the company’s Form 8-K. Here’s an excerpt from letter from the company to Gamco filed as an exhibit to the 8-K, which lays out the reasoning:
A stockholder that seeks to use the Company’s proxy access By-Law provision must make certain representations and warranties to the Company. If these representations are not correct, the stockholder is not eligible to use proxy access. These representations include that an Eligible Stockholder:
(i) acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent.
Cooley’s Cydney Posner blogged later today that: “In this Schedule 13D/A, filed this morning, GAMCO reported that its nominee had “informed GAMCO this morning that he has decided to withdraw [his] name as a candidate for Director of National Fuel Gas Company. GAMCO will not pursue Proxy Access.” So much for that foray.”
As also blogged by Steve Quinlivan, Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the SEC’s Investor Advisory Committee and Advisory Committee on Small & Emerging Companies. The SEC snuck out this 26-page report to Congress just before the holiday.
Although not directly tied to Corp Fin’s disclosure effectiveness project, there definitely is some overlap. Steve highlights these recommendations in his blog:
– Relocate “Risk Factors” from Item 503(c) to a new, separate item (Item 105) in Subpart 100 of Regulation S-K.
– Eliminate the Item 512(d), (e), and (f) undertakings because they are obsolete.
– Permit the omission of attachments and schedules filed with exhibits, unless they contain information that is material to an investment decision that has not been disclosed otherwise.
– Revise Item 601(b)(21) to require disclosure of legal entity identifiers (“LEIs”) for the registrant and within the list of significant subsidiaries.
– Require machine-readable tagging of all of the information presented on the cover page of a registrant’s periodic and current reports.
– Require the use of hyperlinks whenever the rules call for the inclusion of a web address, provided the appropriate technology is available to prevent such links from jeopardizing the security and integrity of the EDGAR system.
Conflict Minerals: EU (Sorta) Adopts Regulations
Here’s a note from Lawrence Heim of Elm Sustainability Partners:
In a press conference concluded minutes ago, Bernd Lange, Chair of the International Trade Committee, Iuliu Winkler, rapporteur with Cecilia Malmstrom, Member of the EC in charge of Trade and Council presidency and Ivan Lancaric, Ministry of Economy of Slovak Republic announced what is called “informal deal on a regulation” for the EU conflict minerals scheme. This action will be legally binding and is aligned with the June 2016 political understanding. The final text will be voted on by the member states on December 7, 2016, with a vote in the plenary expected in the first half of 2017.
Details are forthcoming, but what is known now is:
– Due diligence is based on the OECD Guidelines.
– The scheme is mandatory for importers of 3TG and applies to companies with more than 500 employees but small volume importers will be exempt from these obligations. The “small” threshold was not provided in the public announcements. Previous reports place the threshold at 100kg for gold.
– The regulation allows companies to become a responsible importer by declaring in writing to the competent authority in a member state that it follows the due diligence obligations set in the regulation. A list of these importers will be published by the Commission. The competent authorities will carry out checks to ensure that EU importers of minerals and metals comply with their due diligence obligations. Details about the checks were not provided in the public announcement.
– The legal deadline for implementation is January 1, 2021 but the EP specifically invites voluntary early entry into the program by EU manufacturers and sellers not otherwise subject to the law.
– The Commission will draft a handbook including non-binding guidelines to help companies, and especially SME’s, with the identification of conflict-affected and high-risk areas.
Exodus, movement of Jah people! At the SEC, in addition to Chair White, the exodus that occurs when an Administration changes has begun: Trading & Markets Director Stephen Luparello and Enforcement’s Chief Litigation Counsel Matt Solomon are the first. And Chief Accountant Jim Schnurr retired, with Wes Bricker taking Jim’s spot – Wes has been serving as Interim Chief Accountant since July. Many more to come I would imagine…
Yesterday, ISS issued its 2017 policy updates, which applies to meetings starting in February (here’s the policy updates for outside the US). Similar to Glass Lewis, the ISS’ updates aren’t too significant for existing public companies – but there are several new & revised policy changes related to equity plans, including on director compensation. Davis Polk’s Ning Chiu gives a rundown of the most significant changes in this blog…
CDIs: A Big One on Reg D’s Integration; Three Small Ones for Reg A
Nicely timed with the annual “Small Business Capital Formation Forum,” Corp Fin released 3 CDIs on Regulation A & one on Reg D last Thursday. As noted in this Stinson Leonard Street blog, the Reg D one is about integration – only fitting as I was taping a podcast with Stan Keller that day, the “Dean of Integration”:
Corp Fin Updates Financial Reporting Manual (Been a While)
Recently, Corp Fin indicated that it updated its “Financial Reporting Manual” to add guidance relating to the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended by Accounting Standards Update No. 2015-14) and IFRS 15, Revenue from Contracts With Customers, Accounting Standards Update No. 2016-02, Leases (Topic 842) and IFRS 16, Leases, and Accounting Standards Update No. 2015-09, Disclosures about Short-Duration Contracts (Topic 944); clarify guidance on emerging growth company financial statements; clarify filings required after effectiveness of Form 10; and clarify guidance on impact of loss of smaller reporting company status on filing deadlines, among others. Think it’s been nearly a year since the last change (other than for the FAST Act)…
As noted on their blog, Glass Lewis posted 49 pages of “Guidelines for the 2017 Proxy Season” on Friday, which includes a summary of the policy changes on the first page. Dorsey & Whitney has a new blog – and Kimberley Anderson has blogged some analysis of the policy changes there…
Glass Lewis: Companies Allowed to Review Rudimentary Draft Reports! Get In Early!
On Friday, Glass Lewis also announced “open enrollment” in its “Issuer Data Report” program. This enables companies a chance to access – for free! – a data-only version of their Glass Lewis report. This is an opportunity for companies to weigh in prior to Glass Lewis completing its recommendations for the upcoming proxy season!
As Glass Lewis doesn’t provide drafts of its voting recommendations report for companies to review like ISS does (for the S&P 500), this is your only chance to review what Glass Lewis factors into its recommendations. Open enrollment ends on the earlier of January 6th – or when Glass Lewis decides its annual limit has been reached. So do it now!
PCAOB: New ’17 Budget & 5-Year Plan – & Hanson Dissents!
Last week, as noted in this press release, the PCAOB approved its 2017 fiscal-year budget of $268.5 million and its 2016-2020 strategic plan. The total accounting support fee for 2017 is $268 million, with $232.6 million allocated to public companies and $35.3 million to brokers. The budget still has to be submitted to the SEC for its approval.
The big news is that there was one dissent among the 5 PCAOB Board members when voting on their budget! Jay Hanson dissented, as noted in his statement. Here’s a note from Lynn Turner on this:
I understand this is the first vote since the PCAOB was created in 2002, in which a board member voted not to approve their budget. It appears the principle point of disagreement is over economic analysis. Interesting, the US Treasury Committee did recommend the PCAOB do more analysis through a fraud center. However, as I understand it, some on the board do not support research that may result in unfavorable data for the profession becoming public.
Interestingly, the PCAOB inspects only a couple hundred audits each year of the total audits of public companies and broker-dealers which totals over 10,000 entities. Those inspections have consistently found a 20-40% rate of non-compliance with generally accepted auditing standards, despite the auditor saying in their report they had complied.
They’re doing it again! Just like in 2013, some companies are receiving letters from the St. Petersburg Stock Exchange stating that they have been admitted into the non-quotation section of the list of securities admitted to regular trading of the exchange. This is happening without the company’s consent!
If you go to this page and scroll down, you will see many well-known – and non-Russian – NYSE/Nasdaq companies included on the list. Look to the far right column – those are the dates that companies are effectively listed (a bunch became effective yesterday).
According to the letter that companies are now receiving, the admission of the securities into the non-quotation section of the list does not impose any obligations on the company. Specifically, the company is not required to disclose information and perform any other obligations under the Russian securities and insider trading legislation.
Remember that back in 2013, as noted in this blog, a number of companies responded to those original letters and requested that their securities not be admitted to trading on the Exchange – and the Exchange generally did not proceed with the admissions.
But then the Russian securities laws were amended in July 2014 to relieve foreign issuers from Russian reporting & disclosure obligations with the listing of their securities and allowing the Exchange to proceed with the listing without a company’s consent. Since then, the Exchange has been actively admitting foreign securities to the “non-quotation section” of the list of securities admitted to trading – but it’s really picking up steam now. So far, it appears that attempts by companies to cease the listings have been unsuccessful. Thanks to Brian Breheny & Justin Kisner of Skadden for their help on this!
FCPA: JPMorgan Chase Pays $264 Million!
Yesterday, as noted in this DealBook article, it was announced that JPMorgan Chase agreed to pay more than $264 million in FCPA sanctions resulting from the firm’s referral hiring practices – the regulatory breakdown is $130 million to settle SEC charges; $72 million to the DOJ and $61.9 million to the Federal Reserve…
Cybersecurity: NIST’s New Small Business Guidance
Following it’s widely-followed 2014 framework for larger companies, NIST has finally issued this 54 pages of cybersecurity guidance for small businesses. As noted in this press release, it’s designed for those companies with 500 employees or less. Check out the worksheets at the end…
The “Financial Choice Act” is much more than merely repealing big chunks of Dodd-Frank. There are a handful of provisions that would render the SEC’s ability to conduct rulemaking much more difficult. But this provision in particular – infamous “Section 631” – just blows me away:
SEC. 631. CONGRESSIONAL REVIEW. If the agency classified a rule as “major,” according to specified criteria, the rule would require a joint resolution of Congress to go into effect, unless the President finds that an emergency requires that it be effective (for 90 days). Congress would also have the right to disapprove certain non-major rules.
Read that provision again. A joint Congressional resolution to adopt a “major” rule – and even some non-major ones! It’s goal appears to be neutering the so-called “independent” federal agencies that govern our financial institutions & markets. Talk about putting partisan politics into “independent” agencies. And here I was worried that having Congress involved in the SEC’s budget process was too much meddling with a federal agency!
Remember that federal agencies are part of the executive branch of government. Not to mention that members of Congress don’t have the expertise, resources or time to understand what the various rules of an agency are. This would be a major windfall for lobbyists who would be able to effectively pay Congress to stop an agency from doing anything. Either the Senate or the House could stop a rulemaking – by simply sitting on their hands. The polar opposite of needing an “Act of Congress” to change something. It’s brazen & breathtaking – and a whole lot of other things that I can’t mention in this family-oriented blog.
The ironic thing is that many of those rules that you despise are the product of Congress. Since SOX was enacted 15 years ago, the vast majority of the SEC’s rulemakings have been mandated by one piece of Congressional legislation or another. Not many initiated by the agency itself…and here’s a nugget from this blog by Steve Quinlivan:
President-Elect Trump’s “Contract with the American Voter” contains a pledge to implement a requirement that for every new federal regulation, two existing regulations must be eliminated. So it would place many in a conundrum. If you want to implement a universal proxy card, what two SEC regulations do you want to jettison? Maybe SEC Rule 14a-8? What else?
Here’s another reason why I can’t comprehend Section 631. As I understand it from Wikipedia, a joint Congressional resolution is essentially the equivalent of a bill being enacted into law – which includes the slew of procedural rules that would make it fairly easy for someone in Congress to throw up roadblocks to anything that they didn’t like. Both the Senate & the House have to approve it by a majority of their members – and then it’s presented to the President for signature. If so, it really would take legislation – an “Act of Congress” – to get a rule adopted by the SEC. Wow…
Here’s a WSJ profile of former SEC Commissioner Paul Atkins, who is serving as the point man for President-Elect Trump’s transition team on issues related to the markets & regulation…
Poll: What’s a “Major” Rule?
Please participate in this anonymous poll about what you think a “major” rule might mean in the context of Section 631 of the “Financial Choice Act”:
Nearly a decade after its last study on proxy advisors, the GAO issued this 49-page report yesterday on the state of the proxy advisor industry. Taking a quick swing through it, I didn’t see anything all that surprising. Several factors have led to increased demand for proxy advisor guidance (eg. rise of institutional investing & voting requirements) – but views are mixed on the extent of their influence. Proxy advisors have increased the level of shareholder engagement. And more.
It’s a nice summary of the state of the industry as we know it. Nice graphic on page 22 to illustrate how ISS & Glass Lewis communicate their policy-formulating process. All that might change soon enough with Section 1082 of the “Financial Choice Act” or whatever reform legislation gets enacted with a new Administration coming in soon…
The “GAO” is the “Government Accountability Office,” the investigative arm of Congress charged with examining matters relating to the receipt & payment of public funds…and of course, if you really want to know about the proxy advisors, read my “Proxy Advisors Handbook“…
SEC’s Budget Request: Not Going Anywhere? HQ May Move?
Given how the SEC may soon dramatically change – President-Elect Trump will be selecting three new Commissioners right off the bat! – I read SEC Chair White’s testimony before the House yesterday about the SEC’s budget with curiosity. For the 2018 fiscal year, the SEC’s request is $2.227 billion, a $445 million increase over the 2017 request – a 25% increase. Approval of this request isn’t likely – as this Gibson Dunn memo notes, the new Administration may seek to reduce, or least stop the growth in, the SEC’s annual budget.
Even more interesting was the fact that the SEC’s HQ may relocate – here’s an excerpt about that:
The current leases for the SEC’s headquarters buildings (Station Place I, II, and III) will expire in FY 2019, 2020, and 2021. In accordance with the memorandum of understanding (MOU) between the GSA and the SEC, we have begun work with GSA to begin the procurement process for a new headquarters lease. The SEC is working collaboratively with GSA to develop a package of materials to submit through the prospectus lease process. We have been informed by GSA that the SEC must be prepared to obligate the funds necessary for the build out of a new headquarters, if relocation is required, before a new lease can be executed. GSA’s current schedule calls for a new lease to be executed in FY 2018.
Thus, the SEC’s FY 2018 authorization request reflected the GSA’s estimate at that time for the build-out of which would cover expenses for construction, IT cabling and equipment, security-related equipment, and appropriate GSA fees were we required to re-locate. The estimate will continue to be refined as the prospectus lease process unfolds.
Tomorrow’s Webcast: “This Is It! M&A Nuggets”
Tune in tomorrow for the DealLawyers.com webcast – “This Is It! M&A Nuggets” – to hear Weil Gotshal’s Rick Climan, Kaye Scholer’s Joel Greenberg and McDermott Will’s Wilson Chu impart a whole lot of practical guidance!
In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there would be any “evolution” in Corp Fin’s position in H&R Block, in which the staff refused to grant no-action relief to a proposal to amend the company’s existing proxy access bylaw — a so-called “fix-it” proposal. In particular, there were two pending no-action requests that applied different approaches in efforts to overcome the result in H&R Block (and two more similar requests have subsequently been submitted). Corp Fin has now acted on all four of these letters. One of them received a favorable response.
As you may recall, the fix-it proposal at issue in H&R Block (which also came from the prolific James McRitchie) requested that the board amend its existing proxy access bylaw provisions as specified in the proposal. The company sought to exclude the proposal on the basis that it had already been “substantially implemented” under Rule 14a-8(i)(10), contending that the staff had previously allowed exclusion of dozens of proposals as substantially implemented based on the companies’ representations that the proxy access bylaws that had been adopted addressed the proposals’ “essential objective.” (See this PubCo post.) No-action relief was granted in those cases so long as the companies’ bylaw provisions contained the same percentage and duration of ownership thresholds (3%/3 years) as in the proposal, even though the bylaws also included “certain procedural limitations or restrictions that were inconsistent with or not contemplated by the proposals.”
In the case of the fix-it proposal at issue in H&R Block, however, the Corp Fin staff refused to allow the company to exclude the proposal, responding that it was unable to conclude that the company had “met its burden of establishing that it may exclude the proposal under Rule 14a-8(i)(10).” (See this PubCo post.) As a result, companies that adopted versions of proxy access that McRitchie et al viewed as “proxy access lite” have begun to see new proposals for amendments to those proxy access bylaws. According to Agenda, fix-it proposals have now been submitted to over three dozen companies.
Keep in mind that, where the proposal related to initial adoption of proxy access, Corp Fin has continued to grant no-action relief and permit exclusion under Rule 14a-8(i)(10), even where the proponent has identified specific elements of the proposal that he views to be essential.
Filing Fee Calculations & Form S-8: Two New CDIs (& Two Revised Ones)
Yesterday, as noted in this Cooley blog, Corp Fin issued two new CDIs on Form S-8 & Rule 457 (regarding filing fee calculations) and two revised ones:
Pay-for-Performance: ISS Supplements TSR With 6 New Metrics
A few days ago, ISS announced changes to its pay-for-performance methodology for companies in the US, Canada, and Europe that will become effective on February 1st. Following feedback from constituents, ISS will present relative evaluations of return on equity, return on assets, return on invested capital, revenue growth, EBITDA growth, and cash flow (from operations) growth to supplement ISS’ legacy (and continued) use of TSR as the key metric for P4P.
Pay-for-performance updates for US companies include:
– A new standardized comparison of the subject company’s CEO pay and financial performance ranking relative to its ISS-defined peer group will be added to ISS’ benchmark policy proxy research reports beginning Feb. 1, 2017. Financial performance will be measured by a weighted average of multiple financial metrics including return on equity, return on assets, return on invested capital, revenue growth, EBITDA growth, and cash flow (from operations) growth. The metrics and weightings will be based on the company’s four-digit GICS industry group, and are based on extensive back-testing over multiple years. The financial performance and pay ranking information will be displayed for all companies subject to ISS’ quantitative pay-for-performance screens. While this information will not impact the quantitative screening results during the 2017 proxy season, it may be referenced in the qualitative review and its consideration may mitigate or heighten identified pay-for-performance concerns.
– Relative Degree of Alignment (RDA) assessment will only be considered in the overall quantitative concern level when the subject company has a minimum of two years of pay and TSR data. Companies that only have one year of data will receive an N/A (not applicable) concern for their RDA test.
ISS’ peer submission window will be open starting on November 28th – and will close on December 9th…
To say that we are in a state of uncertainty is one of the few certainties I know. But I would say that the odds of at least a partial repeal of Dodd-Frank certainly improved, whether it be in the form of the “Financial Choice Act” (see this Cooley blog for a summary of the provisions) – or perhaps even a stronger rebuke to Dodd-Frank. Here are other open questions:
– How fast would a repeal come? Companies are preparing to comply with the adopted pay ratio rules now – even though disclosure wouldn’t be seen until 2018.
– What will be the fate of the SEC’s disclosure effectiveness project? It’s seemingly non-partisan. But the SEC may be busy with rulemakings mandated by this shift in power to deal with projects they started themselves for quite some time…
– Does the sole sitting GOP SEC Commissioner – Mike Piwowar – become the SEC Chair? There is precedent for a non-lawyer in that role (ie. Arthur Levitt; Piwowar is an economist). Piwowar almost certainly will become interim Chair once Chair White vacates her seat. It might take a while for a Trump Presidency to tap new agency heads, as that is the norm. As noted in this WSJ article, former Commissioner Paul Atkins is heading up the President-elect’s transition team that oversees the SEC, CFTC & other financial regulators that historically operate independently of the White House…
– I used to think a “risk factor” for political instability & unrest was reserved only for non-US jurisdictions. Will we see some in the US now?
