On May 17, 2022, SEC Chair Gary Gensler gave testimony before the Subcommittee on Financial Services and General Government U.S. House Appropriations Committee asking for an 8% budget increase for the SEC and outlining his priorities. Although Chair Gensler expressed a desire to update rules for modern markets and technologies, his main focus is to “ensure that the SEC is adequately resourced so we can remain the cop on the beat.” As the cyclical nature of the SEC continues, it seems we are moving back towards the era of “broken windows” shepherded in by former Chair Mary Jo White in 2013 and ended in 2017 by former Chair Jay Clayton.
Reminding us of the reach of our capital markets, Gensler points out that the SEC oversees 24 national securities exchanges, 99 alternative trading systems, nine credit rating agencies, seven active registered clearing agencies, five self-regulatory organizations and other external entities. They look after the accounting and auditing functions of the public markets, process thousands of periodic filings and registration statements, and work through thousands of examinations and enforcement actions each year. They also review the disclosures and financial statements of more than 8,200 reporting companies. However, the agency has 4% fewer staff than it did in 2016.
In addition to expanding capital markets requiring oversight, the SEC wants to add significant staff to police the crypto market. Though I note that although Mr. Gensler’s speech was in May, when the current market downturn and crypto winter was already in motion, he does not mention the change other than to say that the current volatility bolsters his argument for further enforcement.
Reiterating some points that every Chair has raised in their annual cry for budget increases, Gensler points out technological advances including predictive data analytics and marching learning and the ever-growing cybersecurity risks associated therewith.
The SEC is asking for a total budget of $2.149 billion representing an 8% increase over last year. The increase would allow the SEC to increase their full-time staff by 6% including 50 in each of corporate finance and enforcement, 34 in both trading and markets and economic risk analysis, 39 in examinations, and 22 in investment management. I note that with the increase enforcement remains the single largest employment sector with the SEC totaling 1,365 employees in direct enforcement and 1,100 in examinations versus 438 in corporate finance.
Citing some enforcement statistics, including that the SEC has, on average, about 1,700 open matters at any given time, Gensler notes that more cases are going to trial than ever. It is an interesting comment. Just a few weeks ago, an industry article published that many of the top enforcement attorneys were leaving the SEC because of frustration over the new go to trial policy. Gensler’s top brass pushes back on settlement proposals, including on cases that are weak. One exiting official was quoted as saying, “I like to try cases; I also like to win, I was looking down the pipeline at the types of cases that the SEC is going to bring and not seeing a path toward victory on the SEC side.”
In addition to the federal budget, the SEC earns revenues from fees paid in connection with the filing of registration statements, and through fines and penalties through enforcement. The increased budget will also help fund the SEC’s move to a new headquarters in Washington, D.C.
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony L.G., PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALG legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including siting on the board of directors of the American Red Cross for Palm Beach and Martin Counties, and providing financial support to the Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others. She is also a financial and hands-on supporter of Palm Beach Day Academy, one of Palm Beach’s oldest and most respected educational institutions. She currently resides in Palm Beach with her husband and daughter.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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