In 2014, the SEC’s enforcement division brought 755 cases and collected an agency record $4.1 billion, Mary Jo White said at the Practicing Law Institute’s SEC Speaks conference. To put it in a year-over-year comparison, the SEC brought 686 enforcement actions in 2013, which resulted in $3.4 billion in disgorgement and penalties.
Mary Jo White, in a speech given on Friday February 20, 2015, stated that:
“In 2014, we brought the highest number of cases in the history of the Commission, 755, and obtained over $4.1 billion in monetary relief ordered – also an agency record.”
Full text of her speech is here.
The full text of her speech is below.
Chairman’s Address at SEC Speaks 2015
Chair Mary Jo White
Feb. 20, 2015
Good morning. It is great to be back at SEC Speaks to give the Chairman’s Address and welcoming remarks. This event is an excellent opportunity for the public to hear from agency staff about our work over the past year and what is in store for 2015.
By every meaningful measure, 2014 was a year of significant accomplishment across all of the agency’s areas of responsibility. The year was highlighted by the completion of several transformative rulemakings, including new policy reforms to address faults exposed during the financial crisis and initiatives to better address vulnerabilities in the resiliency and integrity of our markets. It was also an unprecedented year in enforcement, in terms of the number of cases and, more importantly, their subject matter. We made important strides in our review and action plans for optimizing the structure of our equity and fixed income markets, enhancing our risk supervision of the asset management industry and bolstering the effectiveness of public company disclosure. We also significantly strengthened our examination coverage of market participants. But, as always, we have more to do and expect a very busy 2015.
I would like to begin by recognizing the SEC staff, which is comprised of some of the most talented, committed, and high-minded public servants in government. They are the lifeblood of this extraordinary agency and their expertise and unwavering dedication are essential to the welfare of investors, the strength of our markets, and companies seeking to raise capital to fuel our economy.
It is one of my most welcome responsibilities as Chair to publicly recognize their exceptional work and, together with my fellow Commissioners, make the SEC a rewarding workplace where the staff are supported and respected. When I arrived at the SEC in April 2013, the staff’s deep commitment to our mission was strong, but employee morale, as measured by the Federal Employee Viewpoint Survey, had been in decline for some time.1 Employee satisfaction and engagement is one of my most important priorities and we have taken several steps to help address those issues.
Working collaboratively with our union and senior management, we implemented agency-wide programs to improve employee morale. We among other things established joint labor-management forums in each office and division, and launched an “All Invested” initiative to foster engagement and celebrate employee accomplishments. I am pleased to report that the SEC in 2014 experienced the largest improvement in overall job satisfaction of any mid-sized government agency.2 While we rightly celebrate this improvement, I remain deeply committed to sustaining our progress and making the SEC an even better place to work.
To continue the great tradition of acknowledging the SEC staff in the audience, would every current SEC employee please stand. I am honored to work with each of you and cannot thank you enough for all you do. Please remain standing as I ask everyone here today who ever worked at the SEC to also stand. We are a better, stronger agency thanks to your efforts during your time at the Commission. Please take a look around the room and recognize the extraordinary public service of those who are standing with a round of applause.
Before I go on, I would like to pause and pay tribute to a pillar of our SEC community whom we lost last week – former Commissioner Harvey Goldschmid. Harvey did so much to further our mission – as a Commissioner, as our General Counsel, as an advisor to Chairman Levitt, and through his work after leaving the agency. Harvey was a dedicated public servant and a dear colleague. We will miss him very much.
* * * * *
Let me now turn to the business at hand, beginning with some of the highlights of the past year.
Protecting and Enhancing Critical Market Infrastructure
As part of our focus on enhancing market integrity and stability, we adopted Regulation Systems Compliance and Integrity (“Regulation SCI”), marking an historic shift in the SEC’s regulation of the technology at the core of today’s U.S. securities markets.3 Regulation SCI mandates comprehensive new controls to strengthen key technological systems, promoting more transparency, resiliency and accountability. This is an ongoing priority and I have directed the staff to study, in 2015, whether to recommend extending similar requirements to other major market participants whose operations can have a significant market impact if they are disrupted.
Addressing Risks Exposed by the Financial Crisis
In 2014, we also adopted a number of critical reforms to promote financial stability for the protection of investors and to strengthen our markets following the financial crisis, including reforms related to money market funds, over-the-counter derivatives, asset-backed securities and credit rating agencies.
Reforming the Fundamentals of Money Market Funds
U.S. money market funds, which hold more than $3 trillion, are critical to investors, corporations, municipalities and the overall economy. The crisis sparked important concerns about the operation of money market funds, particularly in times of stress. Following an extensive and careful analysis, the Commission, in July, adopted final rules that will fundamentally change the way these funds operate.4
Under the new rules, institutional prime money market funds will be required to maintain a floating net asset value, resulting in daily share prices that fluctuate; boards of non-government money market funds will have new tools to address runs on a fund with the ability to impose liquidity fees or suspend redemptions temporarily during periods of stress; and all money market funds will be subject to enhanced diversification, disclosure, reporting and stress testing requirements. This was a very significant and important accomplishment for the agency and our staff will continue to carefully monitor market adjustments to the new reforms as they are fully implemented in 2016.
Addressing Blind Spots in Over-the-Counter Derivatives and Asset-Backed Securities
Last year, we also redoubled our efforts to implement a comprehensive regulatory framework for security-based swaps in the previously unregulated over-the-counter derivatives market, as mandated by Title VII of the Dodd-Frank Act. We have now proposed all of these rules and, in June, adopted the threshold rules that provide the foundation for the regulatory regime over these uniquely cross-border products.
We continued our implementation of the Title VII mandates in early 2015 with the adoption of two sets of rules to bring transparency to this market.5 These reforms establish a broad regulatory structure for the registration of security-based swap data repositories, which will be the centralized recordkeeping facilities that the SEC and other security-based swap data regulators will rely on for critical oversight and which market participants will rely on for price transparency. These rules also establish the framework for the detailed information that must be reported to the data repositories and for the information that must be publicly reported and disseminated for each security-based swap transaction.
The Commission in 2014 also adopted final rules to further reform the asset-backed securities markets where investors were harmed during the financial crisis due to critical failures in these products. To address these defects, the Commission finalized rules to enhance the disclosure requirements for asset-backed securities and make it easier for investors to get the information they need to make informed investment decisions. The Commission, together with fellow financial regulators, also finalized rules to require certain securitizers to retain credit risk to more closely align their incentives with those of investors.6
Enhancing the Governance and Accountability of Credit Rating Agencies
The Commission in 2014 also adopted a strong, comprehensive package of reforms for the regulation and oversight of credit rating agencies, implementing over a dozen rulemaking requirements under the Dodd-Frank Act.7
These reforms include new requirements to promote greater accountability in the credit ratings process by mandating effective internal control structures, mitigating potential conflicts of interest by requiring a more complete separation of the credit analysis function from sales and marketing activities, and improving the quality and transparency of the ratings process by requiring greater disclosure of rating methodologies and performance.
Advancing Other Critical Investor and Market Protections
Along with these finalized reforms, we also proposed additional Title VII requirements, important rules to enhance the oversight of clearing agencies, and, just last week, rules mandated by the Dodd-Frank Act to require companies to disclose their hedging policies.
Progress is also being made to implement the consolidated audit trail (“CAT”), which will provide critical data for monitoring the equity markets. CAT will collect every order, cancellation, modification, and trade execution for all exchange-listed equities and equity options across all U.S. markets. It will be a game changer for monitoring and overseeing the market, and we are all anxious for its completion. But it is a very complex undertaking that must be done carefully and correctly.
Enforcement and Examination
We also had a very strong year in enforcement. In 2014, we brought the highest number of cases in the history of the Commission, 755, and obtained over $4.1 billion in monetary relief ordered – also an agency record.8 The quality and breadth of our actions, however, are the more meaningful measure of a strong and effective enforcement program. And last year, we focused on innovative, high impact cases and punished and deterred wrongdoers in a way that sent important messages to the market, including by obtaining more admissions to achieve heightened accountability and acceptance of responsibility from entities and individuals.9
In 2014, we also brought a number of first-of-their-kind cases that expanded our enforcement footprint – cases against high frequency trading firms;10 our first actions for a failure to have adequate risk controls before providing market access to customers;11 our first case applying our whistleblower anti-retaliation authority;12 our first action against a private equity firm relating to its allocation of fees and expenses;13 our first emergency action to halt a fraudulent muni-bond offering;14 and our first action against a broker-dealer for failing to have policies and procedures guarding against the misuse of retail customers’ material non-public information.15 We also issued our largest-ever whistleblower award — over $30 million.16
Along with these firsts, the Enforcement Division continued to focus on other important areas, including market structure, broker-dealers, municipal securities, affinity fraud, financial reporting, gatekeepers, insider trading, and microcap fraud. I will mention a couple of cases, but these are all areas where you can expect to see more activity in 2015.
Enforcement is focused on cases involving violations where market participants fail to provide a level playing field in the securities markets. One example is a case we brought last month against the operator of an alternative trading system for violations related to the operation and marketing of its dark pool, obtaining our largest penalty against an alternative trading system.17
Our renewed focus on financial reporting and auditing fraud is also starting to bear fruit. We experienced a 40% jump in financial reporting cases last year and filed several important actions involving revenue recognition,18 auditor independence,19 and false and misleading financial disclosures.20 We also remain closely focused on gatekeepers, having recently brought two cases dealing with Section 5 obligations of broker-dealers,21 as well as a number of cases against auditors, transfer agents and attorneys.22
Our Office of Compliance Inspections and Examinations (“OCIE”) was also incredibly productive last year, conducting over 1,850 registrant examinations – a 15% increase from 2013.23 A key to OCIE’s success was its continued integration of technology into its program. At last year’s SEC Speaks, OCIE unveiled its National Exam Analytics Tool (“NEAT”) to better detect potentially suspicious activity in registrants’ trade blotters and more efficiently identify risks. Last year, NEAT was rolled out to examiners across the country to enable them to broadly canvas registrants’ trading activities and then strategically narrow the scope of their examinations to areas that pose the greatest risks. Our examination staff also undertook a variety of initiatives in 2014 to broaden their reach, including a cybersecurity sweep of over 100 registrants to assess cyber preparedness within the broker-dealer and investment-adviser communities. In 2015, OCIE will continue to focus on current and emerging high-priority areas and will further enhance its use of data analytics to identify risks.
Looking Ahead to Rulemaking in 2015
Looking ahead in other areas for 2015, we will prioritize fundamental reforms central to the Commission’s mission, most significantly, market structure, enhancing risk monitoring of the asset management industry, and capital raising for smaller issuers. We will also press forward on our efforts to complete our remaining mandatory rulemakings under the Dodd-Frank Act, which are largely in the area of derivatives and executive compensation. Let me highlight just three of our core initiatives for 2015.
Enhancing Market Structure
The staff has been engaged in an ongoing effort to comprehensively review the fundamentals of our current market structure and develop initiatives to ensure that investors and issuers are being optimally served. In particular, as I have publicly described, the staff is developing recommendations to enhance the transparency of alternative trading system operations, expand investor understanding of broker routing decisions, address the regulatory status of active proprietary traders, and mitigate market stability concerns through a targeted anti-disruptive trading rule.
To aid our review, the Commission recently announced the formation of the Market Structure Advisory Committee.24 This expert group will focus on the structure and operations of the U.S. equity markets and provide a valuable mechanism for the Commission to receive input and advice concerning market structure issues. Through these and other empirically driven efforts, we will continue to focus on ways to improve the existing structure of our equity markets.
As for fixed income, last summer, I called for prompt action by FINRA and the MSRB to improve the quality and transparency of prices received by investors. I commend FINRA and the MSRB for making significant strides since then in advancing reforms to enhance best execution requirements and to seek better disclosure to customers of key pricing information.25 These steps are part of a broader effort to enhance the public availability of information, including pre-trade information, in the massive – and incredibly important – fixed income markets, which are essential to our economy and infrastructure.26
Strengthening Asset Managers
One of the most fundamental, and important, post-crisis changes for all financial regulators has been an emphasis on addressing risks that could have a systemic impact on the markets or the financial system as a whole.
For the Commission, this does not mean eliminating informed investment risk, which underlies our capital markets. But, our post-crisis focus needs to include, among other things, particular attention to the activities of asset managers. As I outlined in remarks in December, the staff has been developing three sets of initial recommendations to address the increasingly complex portfolio composition and operations of today’s asset management industry, which manages more than $62 trillion of assets.27 The first seeks to modernize and enhance data reporting for both funds and investment advisers. The second would require registered funds to have controls in place to more effectively identify and manage the risks related to the diverse composition of their portfolios, including liquidity management and the use of derivatives in mutual funds and ETFs. The third focuses on planning for the impact of market stress events or when an adviser is no longer able to serve its clients. Over the course of this year, which also marks the 75th anniversary of the SEC’s role as the federal regulator of funds and advisers, the Commission and staff will consider each of these initiatives and we will be looking to market participants for their views.
Facilitating Capital Formation for Smaller Issuers
A third area of focus for the coming year is capital formation for smaller issuers. Smaller companies are a primary engine of economic growth in this country and it is important that we look for ways that our rules can be used to help these companies thrive. We will, of course, do so with our overarching mission to protect investors firmly in mind.
This year, we will be focused on implementing the final two major mandates of the JOBS Act – Regulation A+ and crowdfunding — both very important and complex rulemakings. These two exemptions from the registration requirements of the Securities Act can potentially provide exciting new ways for smaller companies to raise capital.
I spoke last year about our focus on a possible pilot program to widen tick sizes for the stocks of smaller companies to provide data to inform possible ways to enhance market quality for the stocks of these companies. In November, I was pleased that the Commission published for public comment the SROs’ plan for the pilot.28 The comment period closed in late December and the staff is now reviewing the comments and preparing to make a recommendation to the Commission. There are other ideas we will be considering, including encouraging the development of venture exchanges as venues to provide more liquidity for the securities of smaller companies.
Let me stop here. Obviously, I quickly covered just three of the core policy areas that we will focus on in the coming year. There are a number of other important priorities that will occupy us in 2015, including consideration of whether to adopt a uniform fiduciary duty for broker-dealers, and we will also be advancing other initiatives across the agency, including our disclosure effectiveness and accredited investor definition reviews being led by our Division of Corporation Finance, exploring ways to increase our exam coverage of investment advisers, enhancements to our broker-dealer financial responsibility rules, and updating our regulatory regime for transfer agents.
I have tried to give you a snapshot of the state of affairs at the SEC and at least a flavor of what to expect from us in 2015. Our talented staff will provide more details over the next two days. As you take it all in, please use this opportunity to ask questions and share ideas because that input helps us to carry out our mission in a smarter, fairer and more effective way.
Thank you for taking the time to be here and enjoy the conference.
1 See Agency Report: Securities and Exchange Commission, The Best Places to Work in the Federal Government (2014), available athttp://bestplacestowork.org/BPTW/rankings/detail/SE00.
2 See Best Places to Work Agency Rankings, The Best Places to Work in the Federal Government, available athttp://bestplacestowork.org/BPTW/rankings/overall/mid.
5 See Release No. 34-74244, Regulation SBSR—Reporting and Dissemination of Security-Based Swap Information (Feb. 11, 2015), available at http://www.sec.gov/rules/final/2015/34-74244.pdf; Release No. 34-74246, Security-Based Swap Data Repository Registration, Duties, and Core Principles (Feb. 11, 2015), available at http://www.sec.gov/rules/final/2015/34-74246.pdf.
6 See Release No. 33-9638, Asset-Backed Securities Disclosure and Registration (Sept. 4, 2014), available athttp://www.sec.gov/rules/final/2014/33-9638.pdf; Release No. 34-73407, Credit Risk Retention (Oct. 22, 2014), available athttp://www.sec.gov/rules/final/2014/34-73407.pdf.
8 Reflects totals for the fiscal year, not the calendar year
9 See, e.g., Press Release No. 2015-14, SEC Charges Oppenheimer with Securities Law Violations Related to Improper Penny Stock Sales (Jan. 27, 2015), available at http://www.sec.gov/news/pressrelease/2015-14.html; Press Release No. 2014-172 Bank of America Admits Disclosure Failures to Settle SEC Charges (Aug. 21, 2014), available athttp://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542719632.
10 See Press Release No. 2014-199, SEC Charges N.Y.-Based High Frequency Trading Firm With Violating Net Capital Rule For Broker-Dealers (Sept. 17, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542972403; Press Release No. 2014-229, SEC Charges New York-Based High Frequency Trading Firm With Fraudulent Trading to Manipulate Closing Prices (Oct. 16, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543184457.
11 Rule 15c3-5. See Press Release No. 2014-263, Wedbush Securities and Two Official Agree to Settle SEC Case (Nov. 20, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543504806; Press Release No. 2013-222, SEC Charges Knight Capital With Violations of Market Access Rule (Oct. 16, 2013), available athttp://www.sec.gov/News/PressRelease/Detail/PressRelease/1370539879795.
12 See Press Release No. 2014-118, SEC Charges Hedge Fund Adviser With Conducting Conflicted Transactions and Retaliating Against Whistleblower (June 16, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542096307.
13 See Press Release No, 2014-41, SEC Announces Charges Against Arizona-Based Private Equity Fund Manager in Expense Misallocation Scheme (Feb. 25, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540849548.
14 See Press Release No. 2014-122, SEC Obtains Court Order to Halt Fraudulent Bond Offering by City of Harvey, IL (June 25, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542163027
15 See Press Release No. 2014-207, Wells Fargo Advisors Admits Failing to Maintain Controls and Producing Altered Document, Agrees to Pay $5 Million Penalty (Sept. 22, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543012047.
16 See Press Release No. 2014-206, SEC announces Largest-Ever Whistleblower Award (Sept. 22, 2014), available athttp://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543011290.
17 See Press Release No. 2015-7, SEC Charges UBS Subsidiary With Disclosure Violations and Other Regulatory failures in Operating Dark Pool (Jan. 15, 2015), available at http://www.sec.gov/news/pressrelease/2015-7.html
18 See Press Release No. 2014-47, SEC Charges Animal Feed Company and Top Executives in China and U.S. With Accounting Fraud(March 11, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370541102314; Press Release No. 2014-45, SEC Charges Five Executives and Finance Professionals Behind Fraudulent Bond Offering by International Law Firm (March 6, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540889964;
19 See Press Release No. 2014-272, SEC Sanctions Eight Audit Firms for Violating Auditor Independence Rules (Dec. 8, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543608588.
20 See Press Release No. 2014-269, SEC Announces Fraud Charges Against Two Executives in Scheme Involving Fake Occupants at Senior Residences (Dec. 3, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543576909; Press Release No. 2014-69, SEC Charges CVS With Misleading Investors and Committing Accounting Violations (April 8, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370541437806; Press Release No. 2014-4 SEC Charges Diamond Foods and Two Former Executives following Accounting Scheme to Boost Earnings Growth (Jan. 9, 2014), available athttp://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540598296.
21 See Press Release No. 2014-225, SEC Charges Current and Former E*TRADE Subsidiaries With Improperly Selling Penny Stocks Through Unregistered Offerings (Oct. 9, 2014), available athttp://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543133526; Press Release No. 2015-14, SEC Charges Oppenheimer With Securities Law Violation Related to Improper Penny Stock Sales (Jan. 27, 2015), available athttp://www.sec.gov/news/pressrelease/2015-14.html.
22 See e.g., Press Release No. 2015-25, SEC Imposes Sanctions Against China-Based Members of Big Four Accounting Networks for Refusing to Produce Documents (Feb. 6, 2015), available at http://www.sec.gov/news/pressrelease/2015-25.html; Press Release No. 2015-9, SEC Announces Charges Against Attorneys and Auditors in Microcap Scheme Involving Purported Mining Companies (Jan. 15, 2015), available at http://www.sec.gov/news/pressrelease/2015-9.html; Press Release No. 2014-284, SEC Imposes Sanctions Against Hong Kong-Based Firm and Two Accountants for Audit Failures (Dec. 17, 2014), available at http://www.sec.gov/news/pressrelease/2014-284.htm; Press Release No. 2014-213, SEC Charges Two Florida-Based Attorneys for riles in Offering Fraud by Transfer Agent (Sept. 23, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543024653; Press Release No. 2014-184, SEC Charges L.A.-Based Immigration Attorneys With Defrauding Investors Seeking U.S. Residency (Sept. 3, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542843452; Press Release No. 2014-146, SEC Charges Florida-Based Transfer Agent and Owner with Defrauding Investors (July 24, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542364725; Press Release No. 2014-107, SEC Obtains Asset Freeze to Halt Fraud at Illinois-Based Transfer Agent (May 28, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370541926263; Press Release No. 2014-71, SEC Charges Las Vegas-Based Transfer Agent With Disclosure Failures in Registration Forms (April 8, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370541443215.
23 Reflects totals from fiscal year, not the calendar year. See SEC Agency Financial Report FY 2014, p.29, available athttp://www.sec.gov/about/secpar/secafr2014.pdf; SEC FY2010-2014 Annual Budget Reports, available athttp://www.sec.gov/about/budgetreports.shtml.
25 See MSRB Notice 2014-2, Request for Comment on Draft Best-Execution Rule, Including Exception for Transactions with Sophisticated Municipal Market Professionals (Feb. 19, 2014), available at http://www.msrb.org/~/media/Files/Regulatory-Notices/RFCs/2014-02.ashx?n=1; FINRA Notice 2014-52, FINRA Requests Comment on a Proposed Rule Requiring Confirmation Disclosure of Pricing Information in Fixed Income Securities Transactions (Nov. 17, 2014), available at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p601685.pdf.
26 See SEC Report on the Municipal Securities Market at 5 (Jul. 31, 2012) available athttp://www.sec.gov/news/studies/2012/munireport073112.pdf (information concerning the total number of municipal securities and corporate bonds outstanding); Federal Reserve Board, “Flow of Funds Accounts of the U.S.” at Tables L.211 (Third Quarter 2014) (available at http://www.federalreserve.gov/releases/z1/current/z1.pdf) (providing market capitalization numbers for equities, corporate bonds, and municipal securities).
27 This number reflects regulatory assets under management of SEC-registered investment advisers self-reported on Form ADV, and is based on Investment Adviser Registration Depository (“IARD”) data as of Feb. 1, 2015. Features of the data result in the double counting of some assets.
28 See Release No. 34-73511, Notice of Filing of Proposed National Market System Plan to Implement a Tick Size Pilot Program On a One-Year Pilot Basis (Nov. 3, 2014), available at http://www.sec.gov/rules/sro/nms/2014/34-73511.pdf.