Subject: S7-01-23: WebForm Comments from Derek Lee
From: Derek Lee
Affiliation: Typical American Wage Slave

Mar. 23, 2023


March 23, 2023

In regards to Proposed Rule: File No. S7-01-23 Release No. 33-11151 Prohibition Against Conflicts of Interest in Certain Securitizations.

I don't believe that I can support exemptions. When some people are exempt from rules those people will naturally use that to their advantage.

As household investor I am concerned that the proposed rule to implement Section 27B of the Securities Act of 1933, a provision added by Section 621 of the Dodd-Frank Act. After a brief review of the proposed rule, I believe that it will negatively impact individual household investors and also leave room for manipulation by hedge funds and the like.

I don't think it would be to the benefit of household investors to allow any exceptions for \"risk-mitigating hedging activities, bona fide market making  certain liquidity commitments\". Honestly, a fair and functional market shouldn't have to rely on market makers and \"infinite liquidity\" at all A free and fair market should be able to operate on natural supply and demand. But I suppose that would require a free and fair market in the first place which sadly this country doesn't have.

he proposed rule exempts non-reporting companies from registering certain securities offerings under the Securities Act, if they are exclusively sold to accredited investors.

However, this exemption has significant flaws:

The proposed rule inadequately protects household investors by reducing the information available to them.

This lack of transparency makes it harder for them to make informed investment decisions, potentially leading to losses. Additionally, as it is written, the proposed rule could be exploited by manipulative hedge funds. These funds have a history of manipulative behavior in the securities market, and the exemption would offer them a new opportunity to engage in such practices. By limiting the exemption to accredited investors, hedge funds could create fake accredited investor accounts to conduct manipulative behavior outside of regulatory oversight.

If the SEC actually has an intention to make markets fair and transparent, there needs to be NO EXEMPTIONS to the rules for any market participants.

(On side note, where does the average citizen, the poor working man with a family, apply for exemptions to rules and laws? I wouldn't mind getting some free passes to just avoid rules and regulation. I suppose that's out of reach for the common man though. With inflation and stagnant wages we just can't afford to bribe the politicians enough I guess. A shame that some of us are poverty bound to being good and upright citizens while those with privilege and affluence can't be bothered to be anything but a parasitic drain on society.)

Additionally, while not directly related to this proposal I would also like to state that I heavily wish to see action taken against FTDs (failure-to-delivers) that occur. I also wish to see actual justice in the markets, by which I mean closing of loopholes, as well as strong actions taken against fraud, abuse, and manipulation. By strong actions, I mean more than just insignificant 'cost of doing business' level fines and no need to admit guilt. I mean ACTUAL consequences. The kind of consequences that poor Americans face when they commit crimes

There needs to be actual enforcement and punishments that involve fines greater than the amounts profited from the crime. There needs to be severe consequences like prison time for the executives and CEOs that allow this, repayment to any and all affected parties / investors of an amount significantly greater than their losses. Those who commit crimes need to lose their ability to participate in the markets. Firms and institutions that regularly commit crimes need to be REMOVED PERMANENTLY from participation in the markets. Any regulators, politicians, or other cronies that were complicit in allowing these kinds of crimes to occur, such as those who aided in installing loopholes, exemptions, etc, also need to face fines, prison, and permanent removal from their positions and be banned from any other government positions in the future.

The above may seem harsh, but I fully feel it to be necessary. Poor Americans are punished in these ways. If I were to speed on the highway regularly I would face heavy fines, increased insurance costs, court hearings, jail time, temporary revoking of my driving privileges, and ultimately the permanent loss of my legal permission to drive a vehicle for personal or business purposes.

Our markets are extremely important to the health of our economy and our country as a whole. It would be no lie to say that market fraud is a serious risk to our national security and is immensely detrimental to the citizens whether they are active participants in the markets (such as in the form of household investors) or whether they are passive participants who are unknowingly victims of the crimes committed in our markets simply by working and having a 401k or pension.

As a further side note, any regulators or agencies that allow for such crimes to occur in our markets should be ashamed of themselves. Not simply due to their failure to honorably perform their job with the noble goal of protecting the citizens of this country, but for their failure to be worthwhile human beings in general.


Sincerely,
Derek Lee
A household investor and typical American wage slave