Remarks to the SEC Government-Business Forum on Small Business Capital Formation

Thank you very much, Bill [Hinman], for your kind introduction. Thank you also for your outstanding service to the Commission and our capital markets over the past several months.

As Chairman [Jay] Clayton’s inspired choice for Director of the Division of Corporation Finance (the “Division”), Bill has already proven himself to be worth his weight in gold, or perhaps his weight in crude oil is the appropriate metaphor down here in Texas.  Bill’s knowledge and expertise in the area of capital formation have long been valued in the private sector.  Now, we in the regulatory sector are benefitting from his efforts.

A case in point is the Division’s expansion this past summer, on its own authorities, of our regime for the confidential submission and non-public review of voluntary draft registration statements.[1]  Another example is our adoption in September of new interpretive guidance to assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by Section 953(b) of the highly partisan Dodd-Frank Act.[2]  Not my favorite legislative mandate—understatement of the year—but I believe the guidance is the best possible effort to reduce the costs of compliance until Congress repeals this gift to politically connected special interests.  A third item is Bill’s successful shepherding of our proposed amendments to modernize and simplify the disclosure requirements of Regulation S-K, per our mandate under the Fixing America’s Surface Transportation Act (the “FAST Act”).[3]  As I mentioned in my remarks at our October open meeting, these amendments “respond effectively to our mandate under the FAST Act to prune the regulatory orchard [and] shear away dead limbs and overgrown branches, thereby improving the fruitfulness and health of the trees.”[4]

I am delighted at the warm welcome we have received from the University of Texas, including from my friend and Dean of the McCombs School of Business, Jay Hartzell, for this year’s Small Business Forum.  As I mentioned in my remarks in 2014[5] and 2015,[6] I have advocated that we take this event out of the Beltway.  It is much more appropriate that we take it on the road to dynamic regions like Texas, where small business capital formation actually takes place and where “Remember the Alamo!” doesn’t just mean waiting in line at Reagan-National Airport for a rental car.

As you may be aware, both the Senate and the House of Representatives have recently recognized the value of this Forum by passing bills that would require the Commission to respond to each of the Forum’s annual recommendations.[7]  While the ultimate passage of these bills remains in the offing, please know that I will personally give careful consideration to this year’s recommendations.  You can hang your hat on that!

Thank you very much for your attention and for your continued support of our Small Business Forum.