Remarks At The Meeting Of The Investor Advisory Committee, SEC Commissioner Caroline A. Crenshaw, Washington D.C., Dec. 4, 2025

Good morning. Welcome to the members of the Committee as well as the panelists. This is the final Investor Advisory Committee meeting of my tenure as an SEC Commissioner, so today’s meeting is bittersweet for me.

First and foremost, I want to express my sincere gratitude to all of the members of this Committee. Your work on behalf of investors is deeply important; it is meaningful and tireless; it is thoughtful and balanced. You do this work in your free time, even though, for many of you, it could be a full-time job. You bring diverse expertise to the table, as well as the clear-eyed, common goal of making the markets better for investors, so that Americans of all stripes can live their own versions of the American Dream. That is no small task, but it is one that you all have approached with steel and grace. These are more than just platitudes.

I want each of you to know that I’ve listened to your recommendations and they have universally improved our policy making. As you move forward, I hope you will continue to bring energy and enthusiasm to the tasks that lie ahead. As the Commission will no doubt continue to deregulate in the months ahead, please act as a voice for those investors who stand to benefit from those rules that will be threatened with potential revision or repeal. I have no doubt that you are up for the challenge.

And for my fellow Commissioners, I hope that you will continue to seek a diversity of viewpoints as you select Committee members in the future, because I believe sincerely that a robust and respectfully dissonant discussion leads to more considered policy advice and outcomes.

And another big thank you to Cristina [Martin Firvida], who leaves us at the end of this month. You have been a leader and a friend, and your work will benefit investors well beyond your time here. The agency will miss you. I wish you great success in your future endeavors.

Changing Corporate Governance Landscape

Shifting gears, there is no better topic to underscore the important work of this Committee on behalf of investors than the changing corporate governance landscape.

In under one year, this landscape has shifted dramatically.

• Staff rescinded Staff Legal Bulletin 14L, making it easier to exclude certain shareholder proposals;[1]
• Staff has determined not to weigh in on the majority of no-action requests as part of the 14a-8 process, except that it will issue “no objection” relief to those who ask for it, based on no substantive review of underlying requests;[2]
• the Chairman has indicated that the Commission will greenlight the exclusion of most precatory proxy proposals, based not on changes in state law, but on the speculations of certain Delaware practitioners;[3]
• the Commission has issued a policy statement effectively permitting public companies to employ mandatory arbitration clauses to prevent shareholders from litigating either their singular or class-action claims in federal court;[4]
• staff has granted no-action relief to allow retail shareholders to “check the box” to a standing instruction that automatically votes their shares in conformance with board recommendations, without individual consideration of specific issues, including, potentially, merger or divestiture votes;[5]
• staff has issued guidance under Rules 13D/G that limits investor interaction with management to chill those communications;[6]
• and, as stated by the Chairman, we know it is his intention to seek to reduce the cadence of quarterly reporting requirements, and diminish disclosures in areas such as executive compensation.[7]

And that is just the beginning.

Any one of these changes would be groundbreaking; together, they represent a seismic shift in the corporate governance landscape happening right under our feet.

And yet, as my colleagues know because I keep reminding everyone, not a single one of the changes effected to date has been done through notice-and-comment rulemaking. That means that we have not had the benefit of statutorily mandated economic analysis to assess the impacts of the deeply important policy shifts that we’re making. We haven’t measured the economic costs or benefits of any single change, and we certainly have not measured the cumulative effect of these policy changes, which I have been told repeatedly in the past is important to members of the industry. Moreover, we have not benefitted from the considered feedback of impacted investors – investors who will have fewer disclosures; less input over how the management of the companies they own put their investor dollars to work; and, potentially fewer (if any) avenues of redress when they are the victims of fraud.

Indeed, all of these changes lopsidedly inure to the benefit of management and to the detriment of shareholders, corporate accountability, and the governance structures that provide checks on corporate decision makers.

That’s why today’s panel is so timely and so important. Help us understand both the singular and cumulative impacts that our deregulatory efforts in this space will have on investors. Bring data, analysis and precedent to the conversation. Help lend a voice to investors who didn’t have the opportunity to weigh in before these changes were made because the Commission chose to leave them out in the cold.

Tokenization

I am also looking forward to today’s panel on tokenization, which will tackle the many challenges associated with tokenized equity products. As I have said before,[8] tokenization raises a host of complex, novel issues on how tokenized securities could be issued, traded, cleared, and settled. Altering established regulatory standards to accommodate these novel processes would carry significant risk, both to market integrity and to investors. At the same time, new rules may be warranted to address these products’ unique risks.

For example, tokenized equities are commonly marketed as “wrapped securities” that provide exposure to an underlying asset. Some are touted as expanding access to assets, such as private company shares, that are typically inaccessible to retail investors. But in truth, these tokenized products are far from one-to-one replicas of the underlying asset to which they are supposedly linked. The ownership rights and entitlements are different, often unclear, and potentially entirely unconnected to the issuer of the underlying asset. They are generally less liquid than traditional securities and much harder to price and trade.

How can investors, or their advisors, fairly evaluate the risks of these wrapped tokenized securities? Should the regulatory requirements that govern them be relaxed just because the product exists on a blockchain? Do wrapped tokenized securities offer any clear benefits to investors that may justify their heightened risks?

Most importantly, what are we actually trying to achieve by tokenizing equities in secondary markets? If the purpose is to achieve settlement efficiencies, then that presents a much different use case than if the purpose is to allow tokenized equities to trade without any front-end investor protections, which would create an environment ripe for regulatory arbitrage at the expense of the traditional equities markets. If this new ecosystem does not provide either common market transparency about price or visible customer protections, I ask again—what is the goal and the likely outcome here?

These are difficult and complex questions, and I look forward to hearing the panelists’ views.

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Many thanks again to the Committee for both your hard work leading up to today—including what I thought was a very helpful recommendation on disclosures around artificial intelligence—and thank you in advance for your continued work in the future. I sincerely hope that our paths will cross again.