July 20, 2020
While the mission of the SEC is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, this proposal appears to be not necessarily aligned with this mission, and SEC vision and objectives emanating from it. As such, please do not move ahead with this proposal, or at the very least consider significantly lowering the threshold.
Here are some of the points that I believe are pertinent:
- SEC has fairness among its values which says that The SEC treats investors, market participants, and others fairly and in accordance with the law. This proposal is unfair to smaller/retail investors who will be at an increased informational disadvantage on a playing field that is already not level.
- SEC has strategic goal 3 to Facilitate access to the information investors need to make informed investment decisions. The proposal goes counter to facilitating this access to all investors including retail investors.
- SEC's vision inlcudes Protection against fraud and abuse. The proposal may impair this vision as less requirements of reporting may lead to more opportunities of fraud and abuse by some market participants, as there will be less information on the hands of SEC to hold certain parties accountable when needed.
- SEC's vision includes Promotion of disclosure of market-related information and Transparent disclosure to investors of the risks of particular investments. The proposal runs counter to this vision. Understanding who the shareholders are provides important information to both current and prospective shareholders of the company and also helps the public companies better understand who their shareholders are. Due to lack of a substantial (90%) portion of the disclosure, the proposal also impairs another of SEC's visions which is Focus on strengthening market structure and systems.
- The proposal also limits future academic research on markets. Academic research has an important benefit of shedding light into insights that are otherwise not accessible. Closing the opportunity to gaining such insights will impair SEC's vision to Focus on strengthening market structure and systems.
Overall, the proposal runs counter to SEC's values, vision and goals, and also counter to the American spirit of fairness, equality, transparency, opportunity, dynamism, and academic progress, i.e. in essence everything that makes America great. While I believe that the proposal should be dropped, in the event it has to go through I think an inflation adjusted figure of $490 million threshold is far more appropriate than $3.5 billion.
Thank you.