SEC Chairman Jay Clayton Recently Summarized the SEC’s Top Priorities for 2019
Securities and Exchange Commission (SEC or Commission) Chairman Jay Clayton summarized the Commission’s 2018 achievements and outlined the SEC’s top priorities for 2019.
Photo courtesy of
Tobias Schmücker (Unsplash.com)
In summarizing 2018 accomplishments, Clayton highlighted that the SEC advanced 23 of the 26 rules on the Commission’s near-term agenda. He specifically discussed Regulation Best Interest, which would require broker-dealers to act in the best interest of their retail customers and clarify the fiduciary duty owed by investment advisers to their clients. With respect to the SEC’s efforts to facilitate capital formation, Clayton cited the Commission’s amendments to the smaller reporting company definition, as well as rules that eliminate disclosure requirements that are outdated, overlapping, or duplicative of other Commission rules or U.S. GAAP.
The 2019 Initiatives
Chairman Clayton’s speech was also forward-looking since he outlined the initiatives the SEC plans to pursue in 2019. The SEC’s regulatory to-do-list includes: finalizing Regulation Best Interest and its mandatory plain language disclosures as well as addressing the regulation of proxy advisory firms.
Clayton explained:
There should be greater clarity regarding the division of labor, responsibility and authority between proxy advisors and the investment advisers they serve. We also need clarity regarding the analytical and decision-making processes advisers employ, including the extent to which those analytics are company or industry-specific. On this last point, it is clear to me that some matters put to a shareholder vote can only be analyzed effectively on a company-specific basis, as opposed to applying a more general market or industry-wide policy.
Also on the SEC’s rulemaking agenda is the so-called JOBS Act 3.0, which includes provisions to expand ‘testing-the-waters’ and study of the SEC’s quarterly reporting regime. Rulemakings relating to expanding Regulation A for public reporting companies is also coming in 2019.
Concerning capital formation and investment opportunities, Clayton indicated that the Division of Corporation Finance is looking at the private offering framework. According to Clayton, “Our ‘patchwork’ private offering system is complex and it is time to take a critical look to see how it can be improved, harmonized and streamlined.” Specifically, SEC staff is developing a concept release seeking industry input about key topics, including whether the accredited investor definition is “appropriately tailored to address both investment opportunity and investor protection concerns.”
Not surprisingly, distributed ledger technology, digital assets and initial coin offerings (ICOs) continue as a top focus in 2019. “I believe that ICOs can be effective ways for entrepreneurs and others to raise capital,” Clayton said. “However, the novel technological nature of an ICO does not change the fundamental point that, when a security is being offered, our securities laws must be followed.”
From an enforcement perspective, Clayton stated that the SEC will continue to prioritize cybersecurity in its examinations of broker-dealers, investment advisers and critical market infrastructure utilities. “In assessing how firms prepare for a cybersecurity threat, safeguard customer information, and detect red flags for potential identity theft, for example, we have focused on areas including risk governance, access controls, data loss prevention, vendor management and training, among others,” Clayton stated. “And given the interconnectedness of our markets, we will continue to work closely with our counterparts at other federal financial regulatory agencies and the international community.”
Finally, Clayton noted that the SEC is monitoring three risk areas: the impact to reporting companies of the United Kingdom’s exit from the European Union (Brexit); the transition away from LIBOR as a reference rate for financial contracts; and cybersecurity.
If you have any questions, please contact us
If you have any questions or would like to discuss the matter further, please contact me, Paul A. Lieberman, at 201-806-3364.
Tariff Response Options for Small Businesses Facing Financial Distress
The Trump Administration’s new tariffs are having an oversized impact on small businesses, which already tend to operate on razor thin margins. Many businesses have been forced to raise prices, find new suppliers, lay off staff, and delay growth plans. For businesses facing even more dire financial circumstances, there are additional tariff response options, including […]
Common Causes of Partnership Disputes and How to Resolve Them
Business partnerships, much like marriages, function exceptionally well when partners are aligned but can become challenging when disagreements arise. Partnership disputes often stem from conflicts over business strategy, financial management, and unclear role definitions among partners. Understanding Business Partnership Conflicts Partnership conflicts place significant stress on businesses, making proactive measures essential. Partnerships should establish detailed […]
Businesses Are Facing Financial Headwinds—A Practical Guide
*** The original article was featured on Bloomberg Tax, April 28, 2025 — As a tax attorney who spends much of my time helping people and companies who have large, unresolved issues with the IRS or one or more state tax departments, it often occurs to me that the best service that I can provide […]
President Trump's Termination of Member Gwynne Wilcox
On January 28, 2025, the Trump Administration terminated Gwynne Wilcox from her position as a Member of the National Labor Relations Board (NLRB or the Board). Gwynne Wilcox, a union side lawyer for Levy Ratner, was confirmed to the Board for an original term in 2021 and confirmed again for a successive five-year term expiring […]
Breach of Contract Explained: Types and Consequences
Breach of contract disputes are the most common type of business litigation. Therefore, nearly all New York and New Jersey businesses will likely have to deal with a contract dispute at least once. Understanding when to file a breach of contract lawsuit and how long you have to sue for breach of contract is essential […]
How to Dissolve a Corporation in New Jersey: A Step-by-Step Guide
Closing your business can be a difficult and challenging task. For corporations, the process includes formal approval of the dissolution, winding up operations, resolving tax liabilities, and filing all required paperwork. Whether you need to understand how to dissolve a corporation in New York or New Jersey, it’s imperative to take all of the proper […]
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Sign up to get the latest from our attorneys!
Explore What Matters Most to You.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!
