United States

Commissioner Hester M. Peirce Washington D.C. Sept. 18, 2025: Thank you, Brian [Schorr]. Good morning and welcome to all our Committee members, particularly our four newest IAC members: Jim, Rodney, John, and Sergio.[1] I am grateful that you have agreed to lend your talents to the Committee. I am looking forward to today’s panel discussion on foreign private issuers in U.S. capital markets. Prompted by the Commission’s recent Concept Release on Foreign Private Issuer (“FPI”) Eligibility,[2] the panel will help us discern whether a regulatory response to changes in the composition of FPIs is warranted. The SEC has afforded accommodations to FPIs based on an understanding that these companies are subject to meaningful regulation and disclosure obligations in their home jurisdictions.[3] I would appreciate hearing your thoughts whether FPI disclosure is adequate and, if not, what missing information prevents investors from making informed investment decisions. Thank you to today’s panelists for your participation in what I expect will be an excellent discussion that will supplement the comment file on the Concept Release.[4] Particular gratitude goes to our participants from London: Ashley Alder, Chair of the Board of the UK Financial Conduct Authority (“FCA”), Helen Boyd, Director of Market Oversight at the FCA, and John Horsefield-Bradbury of Sullivan and Cromwell. Perhaps our London participants would have preferred to join us earlier this month when their city was beset by a tube strike. The photos of streets jammed with cars, buses, pedestrians, and masses of “strikelysts”: stressed-out, suited, wobbly commuters on bikes for the first time in years evoked sympathy in this city, which also relies heavily on public transportation. Some people, when they think of retail investors in private markets, seem to see images of unsteady, unpracticed bikers careening down streets full of obstacles and danger. These people think training wheels and a firm parental …

Paul S. Atkins, Chairman Sept. 18, 2025: Good afternoon, ladies and gentlemen. I am glad to be with you to kick off the afternoon portion of today’s program. Before sharing a few reflections, I should point out that the views I express here are my own and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners. And of course, I should also like to thank each of our moderators, presenters, and panelists for lending their expertise to the task of examining items in our rulebook that warrant a refresh. We heard some thoughtful exchanges on Regulation NMS this morning. And in just a few moments, we will turn to our next panel on trade-through prohibitions, which is a policy that I have followed closely for several years—and one that I believe very clearly demands a course correction. As others have noted, the SEC adopted Reg NMS over two decades ago.[1] Reg NMS consolidated the existing “national market system” rules under Section 11A of the Securities Exchange Act of 1934 and imposed a series of new market structure “reforms,” including the “Trade-through Rule,” the “Access Rule,” the “Sub-Penny Rule,” and “Market Data Rules.” In short, Reg NMS gave the SEC an opening to substitute, indeed supplant, its own judgment for that of the marketplace. And today, we are devoting this roundtable discussion to what I believe is by far the most problematic provision—Rule 611, or the Trade-through Rule, whose deceptively benign name can do little to disguise the distortions it has wrought. For context, the Commission approved Reg NMS at a time of considerable transformation. Electronic trading systems continued to unsettle old assumptions about how markets could function as order handling and routing practices became more transparent. Intensifying competition, meanwhile, drove commissions lower and penny pricing reshaped the mechanics of trading. Left to market forces, I believe that these trends would have steered the national market …

Commissioner Caroline A. Crenshaw Washington D.C. Sept. 18, 2025: Good morning. I’d like to start my remarks today with a welcome to the IAC’s newest members, Rodney, James, John, and Sergio. Thank you all for accepting your nominations and thank you in advance for the time and thoughtful engagement that I know you will bring to the Committee. Your combined years of expertise and diversity of views will be an asset to the Commission on the many important topics that the IAC will tackle during your tenure. Of course, I’d also like to thank the other Committee members who have joined us today. The Committee’s mandate is more important now than ever. In a word, this Commission is... busy. We beginning to tackle all manner of issues with increasing speed, and it is deeply important that we hear from you, the voice of investors, as we grapple with pivotal policy choices. Today’s agenda covers two topics on which the Commission is eager for input: foreign private issuers and retail access to private markets. Foreign Private Issuers The eligibility criteria for, and regulatory treatment of, foreign private issuers is, of course, a subject on which the Commission recently published a concept release, calling for public input. As you will recall, at the time that we put out the release, I voiced support for a review which was animated by the need to level the playing field between foreign and domestic issuers, and to close loopholes which allowed access to our markets without concomitant disclosures or protections. Our regulatory framework should, of course, accommodate foreign private issuers to the extent they are already subject to a comparable, robust regulatory framework in their home country—which would require, for example, substantive disclosure, comparable to what U.S. investors receive from domestic issuers. But, foreign private issuers should not be advantaged over U.S. companies in our own markets. Nor should our laws offer loopholes to …

Commissioner Hester M. Peirce Sept. 18, 2025: Good morning, and thank you all for being here. I will keep my statement short. I recently touched on the trade-through rule in a speech,[1] and I want to give as much time as possible to our impressive panelists. Today’s agenda is packed with panelists and issues for discussion. Today’s focus is on Rule 611 of Reg NMS, also known as the trade-through rule, the order protection rule, or simply OPR. It is not only a rule of many names, but a rule that inspires many different opinions. The rule was controversial enough when it was adopted in 2005 to prompt a lengthy 44-page dissent from Commissioner Cynthia Glassman and then-Commissioner Paul Atkins.[2] Ten years later, in 2015, Rule 611 was the subject of the very first meeting of the Commission’s Equity Market Structure Advisory Committee, which featured some of the same panelists and moderators that will speak later today.[3] Ten years later, here we are again. Rule 611 remains in our rulebook, remains controversial, and remains a hot topic in Commission corridors. By now, the top-line arguments are familiar. Critics of the rule blame it for increasing complexity, fragmentation, and costs, while defenders credit it for increasing competition and protecting investors. I am eager to hear more in-depth discussion from our panelists, many of whom have spent their careers working in a market shaped by Rule 611. The insights gained from today’s discussions should help the Commission determine whether to move forward with amendments to Rule 611, and if so, what form those amendments should take. Should Rule 611 be retained, repealed outright, or amended, so as to apply only to exchanges above a certain volume threshold? If a volume threshold is appropriate, what should that threshold be? And if Rule 611 is amended or repealed, should other NMS rules, such as the access fee cap in Rule 610 or the minimum tick size in Rule 612, also be changed? Should our thinking on the …

Paul S. Atkins, Chairman Sept. 18, 2025: Good morning, ladies and gentlemen. It is a pleasure for me to be with you in person for the first time as Chairman.[1] I have long believed that the Investor Advisory Committee has an important mission to give considered input to the Commission. And I should like to thank you for your dedicated service—especially those of you for whom today marks your first meeting. We are excited by the perspectives that you will bring to the committee—and by the ways in which you will enhance the public dialogue on key issues facing investors. Of course, I should also like to extend a warm welcome to today’s moderators and panelists, including two distinguished participants from the United Kingdom’s Financial Conduct Authority (FCA), Ashley Alder and Helen Boyd, whom we are very honored to have with us to discuss the evolving landscape of foreign private issuers (FPIs) in U.S. capital markets. Having just returned from the UK and Europe, where I had the chance to address this very topic, I can say how timely today’s panel truly is. It is also very timely and fitting for the FCA to be represented here today in light of the long collaboration of our two countries in the financial markets. Both of our countries have vibrant capital markets, and I look forward to working with our UK counterparts to enhance our mutual cooperation and harmonization of regulatory approaches to promote innovation and economic growth. As I stated last week in London and before the OECD in Paris, strong, sovereign nations like the United States must continue to engage constructively with the world in ways that promote our prosperity.[2] And at the SEC, these priorities find expression in our work to attract foreign companies to U.S. markets and provide Americans with the opportunity to invest in those companies while ensuring that U.S. and foreign firms experience a level playing field. In the early 1980s, the SEC developed the foundations of its …

Commissioner Hester M. Peirce Sept. 17, 2025: Today, the Commission approved the generic listing and trading on three national securities exchanges of certain commodity-based exchange-traded products (“ETPs”), including ETPs holding crypto asset commodities.[1] Generic listing standards eliminate the need for prior SEC approval under Section 19(b) of the Securities Exchange Act of 1934 (“Exchange Act”) for each individual ETP.[2] Instead, if an ETP meets the generic listing standards, an exchange must post certain information on its website regarding the ETP within five business days after commencement of trading the ETP. The streamlined listing process will benefit investors, issuers, other market participants, and the Commission by reducing the time and resources required to bring new ETPs to market. After notorious delay and judicial prodding,[3] the Commission previously provided an initial path for an exchange to list spot crypto-based ETPs. Specifically, the Commission issued orders stating that an exchange could meet its obligations under Exchange Act Section 6(b)(5) by demonstrating that the exchange has a comprehensive surveillance-sharing agreement with a regulated market of significant size related to the underlying or reference assets because such an agreement would assist in detecting and deterring fraud and manipulation related to that underlying asset. Market participants for crypto-based ETPs expressed concerns with this standard. Today’s approval order addresses these concerns by providing alternative rules-based eligibility criteria for the underlying holdings of commodity-based ETPs, including crypto asset-based ETPs. To be an eligible holding for an ETP under the new generic listing rules, the commodity may trade on a market that is an Intermarket Surveillance Group member, or underly a futures contract traded for at least six months on a CFTC-regulated designated contract market. Alternatively, if an exchange-traded fund (“ETF”) designed …

Commissioner Caroline A. Crenshaw Sept. 17, 2025: Today the Securities and Exchange Commission approved proposed rule changes that will allow Exchanges[1] to adopt generic listing standards for certain qualifying exchange traded products (“ETPs”) that physically hold commodities like precious metals, or more notably, digital assets.[2] As a result, such digital asset products will be permitted to list and trade on exchange without being subject to Commission review. In other words, the Commission is passing the buck on reviewing these proposals and making the required investor protection findings, in favor of fast tracking these new and arguably unproven products to market. Introduction and Regulatory Framework ETPs include a wide array of products that invest in a range of financial assets, and an ETP issuer must register their securities under the Securities Act of 1933 (“33 Act”).[3] Generally, exchange proposals to list and trade ETPs are subject to individual approval by the Commission. The Commission must find that such proposals are consistent with the Securities Exchange Act of 1934 (“34 Act”) in order to approve them, which requires that the proposed rules be designed to “prevent fraudulent and manipulative acts and practices” and “protect investors and the public interest.[4] In today’s Approval Order, the Commission relies in part on Rule 19b-4(e)[5] to approve the proposed rule changes. In short, this rule effectively allows an exchange to list and trade a new derivative securities product if the Commission has approved the exchange’s rules for that product class.[6] The Commission states that the proposals fulfill the rule’s objective by permitting ETPs that satisfy the proposed generic listing standards to commence trading without public comment and Commission approval, and, as the order goes on to explain, this will reduce the timeframe for bringing the ETPs to market.[7] While I acknowledge that streamlined filing procedures may be …