Good afternoon, welcome to this town hall, my final as Securities and Exchange Commission Chair.
“[Y]ou need administrators who are equipped to meet the best legal brains whom Wall Street always has at its disposal, who have stamina and do not weary of the fight, who are moved neither by blandishments nor fears, who in a word, unite public zeal with unusual capacity.”[1]
So wrote Felix Frankfurter, a friend and advisor to President Franklin Roosevelt, and later Supreme Court Justice, in May of 1934 about the setting up of this great agency, the SEC.
For most people, when they reflect back on their lives and a life well lived, they generally focus on what counts, their loved ones—families and friends—and their broader communities.
That’s how I think about public service. It’s about giving back to our community, whether it be our neighborhood, county, or state—or, as we are so privileged to do as part of this agency, to this great nation of 335 million Americans.
That’s what the nearly 5,000 staff do at this remarkable agency. Your dedication to public service matters to everyday Americans, our economy, and U.S. standing in the world today. Further, your dedication to public service matters to everyday Americans, our economy, and U.S. standing in the world in the future.
We owe a debt of gratitude to those who set up our nation’s great institutions, including the SEC, which serve the public and promote an inclusive society.
We owe a debt of gratitude to Roosevelt, Frankfurter, Chair Sam Rayburn,[2] Chair Duncan Fletcher,[3] and the SEC’s first Chair Joe Kennedy. They all had significant roles in enacting the securities laws or setting up this agency.
They all had lived through the 1920s when hucksters, fraudsters, scam artists, and Ponzi-like schemers took advantage of investors. They learned what happens when unregulated markets were left on their own.
Roosevelt and Congress understood that capital markets work best when they have both competition and common-sense rules of the road that lower risk and build trust.
I, too, deeply believe in capital markets, competition, and common-sense rules of the road that benefit investors and issuers alike.
That’s why you and this agency play such a critical role in overseeing the markets and ensuring for compliance with U.S. securities laws’ common-sense rules of the road.
I’m so impressed by your dedication to public service, helping build better lives for the communities of today and tomorrow. No doubt many of you have made significant tradeoffs, financial and otherwise, to serve at the SEC. Most could get paid more working outside of government.
You work to ensure that our capital markets are competitive and inclusive, that they work for investors and issuers alike and not the other way around.
Our great institution has helped support this country’s economic success these last 90 years. You have helped make our capital markets the deepest, most liquid, and best in the world. Your work maintaining fair, orderly, and efficient markets has helped raise the stature of the dollar and U.S. geopolitical standing.
As we all know, Joe Kennedy wasn’t the only one in his family who was drawn to the great privilege of public service. His son, President John F. Kennedy, said, “Let the public service be a proud and lively career.”[4] So inspired by these words, I also referenced them at the town hall held 11 years ago when leaving the Commodity Futures Trading Commission.
Serving the public in everchanging markets, technology and, yes, leadership of this agency, you all certainly have signed up for a proud and lively career.
My mom and dad never went to college. Three of my grandparents never got past 8th grade. They wanted what every Americans wants: a better future for their family.
William O. Douglas, the third SEC Chair and friend of Frankfurter, Roosevelt, and both Kennedys, said when speaking of the SEC, that we’re “the investors’ advocate.”[5] It’s so appropriate that protecting investors is the first part of our three-part mission. The other two parts of our mission—maintaining fair, orderly, and efficient markets and facilitating capital formation—are deeply reliant on protecting investors. Investors won’t come to a market they don’t trust.
I’m not going to pick a favorite among the various roles in which I’ve had the privilege to serve over the years. I will say, though, that a distinguishing feature of this agency and you the staff is just how clearly you know, understand, and are truly dedicated to the agency’s mission.
I thank you for taking me into your family these last four years and sharing this journey.
I thank my fellow Commissioners with whom I’ve served: Allison Lee, Elad Roisman, Hester Peirce, Caroline Crenshaw, Mark Uyeda, and Jaime Lizárraga.
I thank President Biden for nominating me and the U.S. Senate for confirming me to be Chair of the SEC. I thank my fellow regulators, here in the United States and abroad.
I want to give a special shoutout and thanks for all of those who have served these last four years in the Chair’s office, as division directors, and as office heads. Though there’s not enough time to name everyone, a special thank you to our two chiefs of staff over the years, Prashant Yerramalli and Amanda Fischer, for their wise counsel and help guiding the agency.
We’ve gotten a lot done together for the American public. It’s not measured in the thousands of cases (though there have been 2,700). It’s not measured in the monetary returns to the public (though there have been $2.7 billion). It’s not measured in rules we’ve finalized (though we completed 46). It’s not measured in the votes this Commission has taken together (though there have been more than 4,000). To me, it’s best measured by what we gave back to our community, helping Americans in their everyday lives now and into the future.
You helped lower costs, lower risks, and enhance integrity in our two largest markets, the nearly $60 trillion stock market[6] and the $28 trillion Treasury market.[7] You shortened the settlement cycle in half so people who sell their stock on a Monday now get their cash on a Tuesday.[8]
You helped enhance the transparency and integrity of public company corporate governance, including by imposing new cooling-off periods and other conditions before corporate insiders who may have material nonpublic information can trade in their company’s securities.[9]
You met the demands of investors for greater disclosure around issuers’ material cyber[10] and climate[11] risks and promoted greater integrity in the market for special purpose acquisition companies.[12]
You helped put in place rules requiring covered broker-dealers and investment advisers to notify customers of data breaches that might put personal information at risk.[13]
With an eye on financial stability, you updated rules for the $7 trillion money market funds sector[14] and the information we collect from the $30 trillion private funds sector.[15]
You helped reinvigorate the Public Company Accounting Oversight Board (PCAOB) and, for the first time, ensure that Chinese authorities would allow the PCAOB to inspect and investigate audit firms in China.[16]
You vigorously followed the facts and the law without fear or favor to ensure that market participants comply with the securities laws, whether it be regarding traditional financial products or more recent ones like crypto.
You set the stage for important debates to come with regard to the growing use of artificial intelligence in the world of finance.
You’ve done all this great work while also maintaining the SEC as one of the best places to work in government.[17]
In that same 1934 letter, Frankfurter wrote these additional words to Roosevelt: “Now the administration of the Stock Exchange Act will, I am sure, be even more difficult and call for greater skill, resourcefulness, firmness as well as fairness of temper, a wil1 not worn down by fatigue, than has been the work of the older regulatory commissions. The problems are more subtle, the abuses less obvious, the public more misleadable and the consequences of non-action more far reaching.”[18]
I want to thank you for your stamina. For not wearying of the fight. For not being moved my blandishment nor fears. For your unusual capacity to serve the public.
[1] See Securities and Exchange Commission Historical Society, Felix Frankfurter letter to President Roosevelt (May 23, 1934), available at https://www.sechistorical.org/collection/papers/1930/1934_05_23_Frankfurter_to_FD.pdf.
[2] Rayburn was Chair of the House Committee on Interstate and Foreign Commerce when he worked with President Franklin Roosevelt to establish the nation’s first federal securities laws. He sponsored the House version of what became the Securities Act of 1933. He later served as Speaker of the House.
[3] Fletcher was Chair of the Banking and Currency Committee and was the Senate Sponsor of the Fletcher-Rayburn bill, which is known as the Securities Exchange Act of 1934.
[4] See John F. Kennedy Presidential Library and Museum, “John F. Kennedy Quotations,” available at https://www.jfklibrary.org/learn/about-jfk/life-of-john-f-kennedy/john-f-kennedy-quotations.
[5] See SEC Historical Society, “William O. Douglas and the Growing Power of the SEC” (December 2005), available at https://www.sechistorical.org/museum/galleries/douglas/#note1.
[6] See Securities and Exchange Commission, “SEC Adopts Rules to Amend Minimum Pricing Increments and Access Fee Caps and to Enhance the Transparency of Better Priced Orders” (Sept. 18, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-137. See also Securities and Exchange Commission, “SEC Adopts Amendments to Enhance Disclosure of Order Execution Information” (March 6, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-32.
[7] See Securities and Exchange Commission, “SEC Adopts Rules to Improve Risk Management in Clearance and Settlement and Facilitate Additional Central Clearing for the U.S. Treasury Market” (Dec. 13, 2023), available at https://www.sec.gov/news/press-release/2023-247; See also Securities and Exchange Commission, “SEC Adopts Amendments to Exemption From National Securities Association Membership” (Aug. 23, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-154.
[8] See Securities and Exchange Commission, “SEC Finalizes Rules to Reduce Risks in Clearance and Settlement” (Feb. 15, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-29.
[9] See Securities and Exchange Commission, “SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures” (Dec. 14, 2022), available at https://www.sec.gov/news/press-release/2022-222.
See also Securities and Exchange Commission, “SEC Adopts Compensation Recovery Listing Standards and Disclosure Rules” (Oct. 26, 2022), available at https://www.sec.gov/news/press-release/2022-192. See also Securities and Exchange Commission, “SEC Adopts Pay Versus Performance Disclosure Rules” (Aug. 25, 2022), available at https://www.sec.gov/news/press-release/2022-149. See Securities and Exchange Commission, “SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting” (Oct. 10, 2023), available at https://www.sec.gov/news/press-release/2023-219.
[10] See Securities and Exchange Commission, “SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies” (July 26, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-139.
[11] See Securities and Exchange Commission, “SEC Adopts Rules to Enhance and Standardize Climate-Related Disclosures for Investors” (March 6, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-31.
[12] See Securities and Exchange Commission, “SEC Adopts Rules to Enhance Investor Protections Relating; to SPACs, Shell Companies, and Projections” (Jan. 24, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-8.
[13] See Securities and Exchange Commission, “SEC Adopts Rule Amendments to Regulation S-P to Enhance Protection of Customer Information” (May 16, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-58.
[14] See Securities and Exchange Commission, “SEC Adopts Money Market Fund Reforms and Amendments to Form PF Reporting Requirements for Large Liquidity Fund Advisers” (July 12, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-129.
[15] See Securities and Exchange Commission. “SEC Adopts Amendments to Enhance Private Fund Reporting” (May 3, 2023), available at https://www.sec.gov/newsroom/press-releases/2023-86; See also Securities and Exchange Commission, “SEC Adopts Amendments to Enhance Private Fund Reporting” (Feb. 8, 2024), available at https://www.sec.gov/newsroom/press-releases/2024-17.
[16] See Gary Gensler, “Statement on PCAOB Enforcement Actions Regarding China-based Firms” (Nov. 30, 2023), available at https://www.sec.gov/newsroom/speeches-statements/gensler-statement-pcaob-113023.
[17] SEC staff rated the agency among the best places to work in the federal government for 2023; the SEC ranked third among midsized agencies for the second year in a row. See Partnership for Public Service, “2023 Best Places to Work in the Federal Government,” available at https://bestplacestowork.org/rankings/detail/?c=SE00.
[18] See Securities and Exchange Commission Historical Society, Felix Frankfurter letter to President Roosevelt (May 23, 1934), available at https://www.sechistorical.org/collection/papers/1930/1934_05_23_Frankfurter_to_FD.pdf.