Last month, SEC Chairman Jay Clayton handed a huge policy win to powerful corporate executives. He justified his decision by citing letters of encouragement from “Main Street” Americans. But, as it turns out, those letters were really orchestrated by a dark money group funded by the same corporations who stand to benefit from the policy. As I told Chairman Clayton, he needs to make it very clear that he got duped by their fraudulent scheme to make it seem like this was all about mom and pop investors. The SEC’s Inspector General must conduct a thorough investigation.
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Chairman welcome Mister chairman a couple of things first. I want to associate myself with Senator Kennedy's remarks about our legislation required that Chinese companies listed on our exchanges. meet the same audit requirements that you require of everybody else seems to be common sense. Second on a number of occasions when that we've had hearings, I've raised with you the issue of the strong correlation between the timing of insider share selling. Buybacks Since we last discussed that Commissioner Jackson and others have prevented has presented even more evidence that the timing is not a coincidence that executives maybe manipulating the timing to fatten their returns at the expense of their shareholders and I'm disappointed that you and the Commission have not move forward more rapidly to investigate this and I'm disappointed that instead you're focused on. Strengthen the hand of already very strong CEOs and corporations at the expense of their shareholders in many cases, with the proxy advisory regulation you've proposed and this seems to be an answer and search the problem. There are some issues. we all know what you describe is sort of the the plumbing and trying to figure it out. I also agree with the conflict of interest provisions, but what you're doing is saying that I I if I go out and hire somebody an independent proxy adviser to make recommendations to me about how I. Vote with my shares that that proxy adviser then has to go to the company and the CEO and get them to essentially comment on them and they get to have a number of reviews. you know, I really don't need a nanny to advise me if I don't if I don't wanna hire a proxy adviser, I don't have to. but what trouble may even more was you did try to present this as sort of a concern of Main Street investors. when you roll this out you attempt to do. The impression that this was something a lot of main Street investors care about. I can tell you I sit on the Committee. I've served in the House. I've been in the Senate. I've not had a main Street investor ever come up to me and say this is a concern of theirs. Now if there are I look forward to it, but you got duped when you rolled out that statement, Senator Smith asked you about that. But the reality is in addition to the fake letters that she mentioned people who a teacher who you decided who apparently says now she didn't write the letter there are number of. You decided that were clearly orchestrated by a group called 60 Plus now for those of us who've been around here for a little while we know what 60 Plus is, it's a it's a dark money front group that corporations used for messaging. They don't have to disclose their donors. it sounds great. They make it sound like they're taking care of seniors, but we have found out some of their donors include corporations like Chevron and Exxon, and so it turns out that a number of the letters you started. We're from relatives of the head of 60 plus or you are you aware of that now I've now heard this, I was not familiar with the group of 60 Plus okay, So were you aware that the retired couple you sided or the mother and father-in-law of the head of the 60 Plus Association. You wear that now only because you just told me are you are you where they told the reporter they had no connection themselves with a letter? no are you aware that the military veterans that you sited are the brother and cousin of the chairman of the 60 Plus Association. Mister chairman. If you say, if a company had done this we could go after them for deceptive practices for misleading statements. I know you didn't intend to do that, but you became the vehicle for that and you became the vehicle for that as you try to roll out this provision with the patina that it was looking out for Main Street investors and that when that your intent regardless of this College, I still believe we're looking. Main Street investors. It doesn't appear to me to do that. This is the top priority and the Senate of itself doesn't make it bad, but it does mean you should be cautious before you say it's the top priority. Main Street investors. This is the top priority of a lot of corporate CEOs who don't wanna be second guessed by proxy advisers isn't that true. So look let's let's see what we agree on. Disclosure conflicts Yeah. So I I said in my in my remarks that's fine. That's number one. There's two and three where you require everybody. No no okay. Well. we'll look at the three. okay. You know this. this disclosure conflicts take commencer responsibility for what you're saying. If you're the any fraud rules should should apply. Okay. The last one I will tell you I am I am I'm open for discussion on all of them the last one on how we ensure better accuracy. I'm very. If people think that what we're proposing is to owners, but we can get to improve accuracy in another way. I'm open as you know. there's an ongoing lawsuit right now on this issue because the the basis for your rule making is that the the the proxy solicitation that the proxy advice is the same as a proxy solicitation. That's not well spent. That's how you're my understanding. There is a three to two vote, so there are no there are different levels, but but but there's an ongoing lawsuit and that that goes to the heart of the question of your authority. So my question is are you willing to delay the Rule making process pending the outcome of this lawsuit. I'm not gonna commit to that today. well, what if what if you go through this process And then the lawsuit says there was no authority to do it. unfortunately, that is a that is a risk that we run the advice we've gotten is that we should be very comfortable with where we are so just enclose you Mister chairman my my biggest my biggest concern right now is the way you you. you tried to present this when you rolled it out and you did get duped you. I am not I am not backing away from the fact that we wanna do what's in. That's a great goal, but Miss chairman does the the letters you sighted were orchestrated by a dark money group that is funded by many of the corporations that stand to benefit from your proposal. They're advocating for that they they're using this group to funnel their money through and you became their mouthpiece. So I do think it's important for you to retract those statements to let the public know that you're duped. I mean that's I'm not. You didn't intentionally deceive anybody, but the letters that you used to make the case that this was for Main Street investors were in fact, orchestrated by a group that is funded by some of the very big corporations that are pushing hard for the rule and that that's a deceit on the public. not from you. but you became the vehicle for that and I hope you will make it very clear that you find that outrageous that the people who hope that you're gonna do this. They they these are people who are pushing hard for this to happen and and you became. Vehicle for their their fraudulent attempts to make it sound like this was all about main Street investors. Thank you mister chairman.














