Special Meeting of the Investor Advisory Committee
April 2, 2020
Thank you, Anne (Sheehan). I would like to thank you and your fellow Committee members for your prompt response to my request to hold a special meeting of the Investor Advisory Committee. You have assembled an impressive array of participants in a short time.
The purpose of this meeting is to hear from our Committee members and their invited guests regarding market- and investment-related issues facing our retail investors—our Main Street investors—as we collectively tackle the unprecedented national challenge posed by COVID-19.
Prior to the meeting, I posted more comprehensive remarks, and I have made various statements regarding COVID-19, including statements regarding: (1) the operational status of the Commission—we are functioning well, (2) my perspective on the importance of market function, and, earlier today, (3) resource allocation, Regulation Best Interest and Form CRS implementation and our near-term rulemaking agenda.
Finally, before I turn back to Anne, I want to thank my colleagues in the Division of Corporation Finance for their proactive and investor-oriented approach to the pending earnings period. Our investors and our markets thirst for information as a general matter. This is particularly the case in times of economic shock and uncertainty. Couple this fundamental premise with the reality that for COVID-19-related reasons issuers may not be able to file required quarter-end reports on time, and we have a challenge. Importantly, an inability to file required reports does not prevent issuers from issuing earnings releases and filing current reports on Forms 8-K.
I believe the conditional, tailored relief crafted by the Division of Corporation Finance, coupled with their detailed guidance regarding COVID-19-related disclosure topics will allow issuers to provide prompt, period-end earnings information, and information regarding their past and expected future efforts to address the effects of COVID-19, regardless of whether they are able to comply with filing deadlines. We encourage issuers to provide as much information as is practicable and stand ready to engage with them.
Taking a step back, and to provide focus, what I believe would be most helpful today is to hear your perspective on the day-to-day challenges impacting individual Main Street investors, and what more the SEC can do to help.
We are facing an unprecedented national challenge—a health and safety crisis that requires all Americans, for the sake of all Americans, to significantly change their daily behavior to comply with national, state and local directives and guidance. Many have made difficult personal sacrifices, and there have been many heroes in our collective fight against this virus—including our first responders, healthcare professionals, those who support them, and those who come to work every day to make sure our shelves our stocked, among many others. We should always recognize them.
Many of those directly impacted by COVID-19 are also Main Street investors. Over the past several weeks, the Commission and the staff have held numerous discussions with market participants—including investor and industry groups. These conversations have been insightful and helpful in allowing us to assess where to commit our resources. I expect this outreach from investor and industry groups to continue.
I would also like to provide an update on operations at the SEC and our response to COVID-19. Our efforts have been centered, first and foremost, on the health and safety of our employees and all Americans. Almost all of our workforce is under mandatory telework and has been focused on, among other things:
- maintaining the continuity of Commission operations;
- monitoring market functions and system risks;
- providing prompt, targeted regulatory relief and guidance to issuers, investment advisers and other registrants impacted by COVID-19 to facilitate continuing operations, including in connection with the execution of their business continuity plans (BCPs); and
- maintaining our enforcement and investor protection efforts, particularly with regard to the protection of our critical market systems and our most vulnerable investors.
The women and men at the SEC deserve a lot of the credit. We are not trading health and safety against performance. Rather, we are figuring out how we can most effectively execute our investor-oriented mission while following, and in some cases going beyond, health and safety guidance and directives.
Our SEC.gov landing page has an update of many of our efforts to date. These efforts have been targeted, balanced and timely.
I hope we have a productive meeting and, most importantly, that our Main Street investors benefit from the efforts of the committee.
 See Chairman Jay Clayton, Statement on the SEC’s Coronavirus Response Efforts – Facilitating the Continued Orderly Operation of Our Capital Markets Consistent with Health and Safety Directives and Other Measures (March 20, 2020), available at https://www.sec.gov/news/public-statement/clayton-covid-19-2020-03-20; Chairman Jay Clayton, The Deep and Essential Connections Among Markets, Businesses, and Workers and the Importance of Maintaining those Connections in our Fight Against COVID-19 (March 24, 2020), available at https://www.sec.gov/news/public-statement/statement-clayton-covid-19-2020-03-24; Chairman Jay Clayton, Investors Remain Front of Mind at the SEC: Approach to Allocation of Resources, Oversight and Rulemaking; Implementation of Regulation Best Interest and Form CRS (April 2, 2020), available at https://www.sec.gov/news/public-statement/statement-clayton-investors-rbi-form-crs.
 Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, Release No. 34-88465 (Mar. 25, 2020), available at https://www.sec.gov/rules/exorders/2020/34-88465.pdf. The Commission extended targeted, conditional relief that provides an additional 45 days to file certain reports due between March 1, 2020 and July 1, 2020 for those issuers—and only those issuers—who are facing COVID-19 related operational challenges that prevent them from filing on time. We have put health and safety first here, but we have attached several conditions. Any company relying on this relief must publicly provide investors with a description of the reasons why it could not make the filing on a timely basis, the estimated date when the filing will be made, and company-specific risk factors explaining any material impact of COVID-19 on its business.
 The importance of this cannot be overstated—particularly as investors are looking for information about the material impacts of COVID-19 on U.S. companies. The guidance notes that disclosure about risks and effects of COVID-19, including how the company and management are responding to them, should be specific to a company’s situation, and it provides detailed questions for companies to consider. For example, have your sources or uses of cash been materially impacted, or have you identified a material liquidity deficiency? Do you expect a material adverse impact to your supply chain or distribution channels? I believe that this combination of targeted relief and guidance is a model to follow as we think about what more we can do to help investors.
 See SEC Coronavirus (COVID-19) Response, available at https://www.sec.gov/sec-coronavirus-covid-19-response.