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Statement at the SEC Staff Roundtable on the Proxy Process

Nov. 15, 2018

Thank you Bill [Hinman], and good morning everyone.

My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.

First, thank you to Bill, Michele Anderson and staff from the Divisions of Corporation Finance and Investment Management. You are doing what we should do – getting important issues in our markets on the table in a transparent and fair manner.[1] I also want to thank the panelists who graciously have given up time out of their busy schedules to be here today.

Second, please remember that our capital market system – a system that is built on a combination of state corporate law and federal securities regulation – is one of America’s greatest strengths and its contributions flow far beyond our borders. This is a ubiquitous and unquestionable fact; perhaps that is why we sometimes fail to remember it.[2]

Third, that system has, in large part, effectively addressed the principal-agent problems that are inherent in pooling capital. Moreover, we have done so in a way that fosters broad investor participation and nimble flows of capital and labor, relying on the bedrock principles of transparency, materiality, clarity of law, and efficient decision making.[3] It is these important principal-agent and participation issues that we are discussing today. The question on the table is: can we improve that system?

Fourth, a related question, who are we improving it for? I believe the answer is our long-term Main Street investors. I hope you will approach these important issues them in mind – those who have put or are putting $50, $100, $200 a month away for years and years. I look forward to a productive discussion. Thank you.

[1] See Chairman Jay Clayton, Statement Announcing SEC Staff Roundtable on the Proxy Process (July 30, 2018), at

[2] More than half of the largest public companies (54 of the top 100) are U.S. companies. See PwC, Global Top 100 companies by market capitalization (March 31, 2018), at

[3] See Chairman Jay Clayton, Opening Remarks at SEC-NYU Dialogue on Securities Markets #4: Shareholder Engagement (Jan 19, 2018), at

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