Yearly Archives: 2018

Proposed Amendments to Public Reporting of Fund Liquidity Information

Robert J. Jackson, Jr. is a Commissioner at the U.S. Securities and Exchange Commission. The following post is based on Commissioner Jackson’s recent public statement, available here. The views expressed in the post are those of Commissioner Jackson and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

Thank you, Chairman Clayton, and thank you to the extraordinary Staff in the Division of Investment Management for all of the hard work reflected in this proposal. I appreciate your and the Staff’s engagement—and your willingness to answer my questions—a great deal.

Unfortunately, I cannot join the majority in approving this proposal. The Commission today [March 14, 2018] takes the unusual step of re-proposing an already-final, unanimously-approved rule to give mutual-fund investors less, not more, information about the risks that they face. I fear that the result will be to allow large institutions to avoid the costs of a liquidity crunch, leaving Main Street investors holding the bag. For the following three reasons, I respectfully dissent.

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Proposed Amendments to Public Reporting of Fund Liquidity Information

Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent public statement, available here. The views expressed in this post are those of Ms. Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

I am honored to be here for Dalia Blass’s first open meeting as Director of Investment Management. Dalia has already shown herself to be a fantastic fit for the job. I greatly appreciate the staff’s work on this release. Having sat in your seats during my last stint at the Commission, I know how much work goes into getting a recommendation ready for an open meeting. I am particularly grateful for your efforts to keep the release short—in a relative sense anyway.

Today [March 14, 2018], we are considering a proposal to amend Forms N-PORT and N-1A to rescind the requirement that certain open-end funds disclose aggregate liquidity classification information about their portfolios. We are considering replacing that disclosure with a new requirement to disclose information about the operation and effectiveness of funds’ liquidity risk management programs in their annual report to shareholders. The proposed amendments also would allow funds to classify the liquidity of their investments pursuant to their liquidity risk management programs required by rule 22e-4 in multiple liquidity classification categories for a single position. Finally, we are considering amendments to Form N-PORT to require reporting of holdings of cash and cash equivalents.

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Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information

Kara M. Stein is a Commissioner at the U.S. Securities and Exchange Commission. The following post is based on Commissioner Stein’s recent public statement, available here. The views expressed in the post are those of Commissioner Stein and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff.

I would like to join Chairman Clayton in thanking the staff for their work on this release—in particular, Zeena Abdul-Rahman, Thoreau Bartmann, and Sarah ten Siethoff.

While I sincerely appreciate the staff’s efforts, I am not persuaded that we should amend our liquidity rule and take useful disclosure away from investors.

So what is the staff proposing be taken away? Starting next year, certain investment funds, such as mutual funds, are supposed to give investors information about the liquidity of the funds’ investments. [1] The proposal before the Commission today [March 14, 2018] would take away that public disclosure requirement.

When you boil it down, liquidity is all about one question. How long does it take to do something? We ask that question in all sorts of situations. How long does it take to travel from point A to point B? How long does it take to sell a house or a car? Or, in this case, how long does it take for a fund to sell an underlying investment without affecting its price?

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Statement at Open Meeting on Investment Company Liquidity Disclosure

Michael S. Piwowar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Mr. Piwowar’s recent public statement at an open meeting of the SEC, available here. The views expressed in this post are those of Mr. Piwowar and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

I would first like to thank the Director of the Division of Investment Management, Dalia Blass, for moving this proposal forward. Also, thank you to the staff who worked so hard devising and drafting its contents.

I support this recommendation to improve the reporting and disclosure of liquidity information by investment companies. Nevertheless, I am disappointed that the Commission is missing a golden opportunity.

Seventeen months ago, the Commission adopted rules aiming to promote effective liquidity risk management throughout the fund industry and to provide investors with information to help them understand a mutual fund’s or exchange-traded fund’s (“ETF”) liquidity and redemption practices. [1] I supported the final rule, because it reflected the staff’s thoughtful consideration and incorporation of the public comments received on the proposal. [2]

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Weekly Roundup: March 9–15, 2018


More from:

This roundup contains a collection of the posts published on the Forum during the week of March 9–15, 2018.


The Rise of Blockchains and Regulatory Scrutiny


Are Financial Constraints Priced? Evidence from Textual Analysis







SEC and CFTC Testimony on Virtual Currencies: Is More Regulation on the Horizon?



The Hidden Power of Compliance


SEC Guidance on Public Company Cybersecurity Disclosures


The Importance of Conviction in the Face of Litigation Risk






Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information

Jay Clayton is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Clayton’s recent public statement, available here. The views expressed in this post are those of Mr. Clayton and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Today [March 14, 2018], the Commission will consider a proposed rule that would amend the liquidity risk management rules for open-end funds that the Commission adopted in October 2016. Specifically, staff will recommend that the Commission propose amendments to revise the manner in which information about funds’ liquidity risk management practices is provided to investors in those funds. These recommendations are designed to address the potential for investor confusion presented by a few aspects of the current rule.

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Spring Awakening: Notes from This Year’s CII Meeting

Nell Minow is Vice Chair of ValueEdge Advisors.

The theme I heard most often at the annual spring meeting of the Council of Institutional Investors was ESG: environmental/social/governance risks and investment opportunities. The issues of how best to understand ESG and factor it into assessing investment risk and return and how to respond as investors through proxy voting or engagement came up in a number of contexts. Other issues that were raised more than once included voting rights, crypto-currencies and initial coin offerings, and international investments and investors.

Some of the highlights of the official and member-hosted side meetings:

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Overview of Proposed Revisions to the UK Corporate Governance Code

Jason Halper and Steven Baker are partners and Janaki Tampi is an associate at Cadwalader, Wickersham & Taft LLP. This post is based on a Cadwalader publication by Mr. Halper, Mr. Baker, Ms. Tampi, Ellen Holloman, Jared Stanisci and Hyungjoo Han. Related research from the Program on Corporate Governance includes The Elusive Quest for Global Governance Standards by Lucian Bebchuk and Assaf Hamdani.

In December 2017, the UK Financial Reporting Council (the “FRC”) proposed revisions to the UK Corporate Governance Code. These revisions will impact companies with a Premium Listing of equity shares in the UK, which are required under the Listing Rules to state in their annual report and accounts how they have applied the Code. The revisions are designed to achieve long-term company growth through enhanced corporate accountability mechanisms and are aimed at consolidating the UK’s reputation as a leading environment for transparent and efficient international business. Many of the proposed revisions, if enacted, would facilitate greater alignment between UK and US corporate governance law and regulations.

Introduction

In December 2017, the FRC published proposed revisions to the UK Corporate Governance Code (the “current Code”). The changes follow the August 2017 announcement by business secretary Greg Clark that the UK Government would be implementing wide-ranging corporate governance reforms in response to its November 2016 Green Paper Consultation on Corporate Governance Reform, the subsequent FRC report on corporate culture and the Business Enterprise and Industrial Strategy report on corporate governance.

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Remarks to the SEC Investor Advisory Committee

Jay Clayton is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Clayton’s recent remarks to the SEC Investor Advisory Committee, available here. The views expressed in this post are those of Mr. Clayton and do not necessarily reflect those of the Securities and Exchange Commission or its staff. Related research from the Program on Corporate Governance includes The Perils of Small-Minority Controllers by Lucian Bebchuk and Kobi Kastiel (discussed on the Forum here).

Thank you, Anne (Sheehan), and good morning everyone. I want to extent a special welcome to their first Investor Advisory Committee meeting to Commissioner Robert Jackson and Commissioner Hester Peirce. Hester previously served on, and contributed substantially to, this Committee. Rob and Hester have brought great intellect, energy, and commitment to the Commission. I also express my gratitude to Jennifer Marietta-Westberg and Heidi Stam, who graciously agreed to dedicate their time as new Committee members. You are joining a valuable group that shares a common and important goal—promoting the long-term interests of America’s Main Street investors. We look forward to your contributions.

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Investor Ideology

Enrichetta Ravina is Visiting Assistant Professor of Finance at Northwestern University Kellogg School of Management. This post is based on a recent paper authored by Professor Ravina; Patrick Bolton, David Zalaznick Professor of Business and Professor of Economics at Columbia Business School; Tao Li, Assistant Professor of Finance at University of Florida Warrington College of Business; and Howard Rosenthal, Professor of Politics at New York University.

Understanding the determinants of institutional investor voting has become increasingly important as they own a larger share of the economy. They, not retail investors, cast the determining votes on most proxy ballots, and consequently shape a wide range of corporate governance, social and economic issues.

In our paper, Investor Ideology, publicly available on SSRN, we estimate the ideology of several hundred mutual fund families and public pension funds by examining their proxy voting records in publicly listed Russell 3000 firms. We follow a “political” approach based on the W-NOMINATE spatial model pioneered by Poole and Rosenthal to study voting in Congress. The model takes institutional investors’ votes on proposals up for a shareholder vote to estimate their ideal points along one, or possibly two, most salient policy dimensions. This political approach, which has also been adopted by Bubb and Catan in simultaneous and independent work, is in contrast to the economic and financial approaches taken in the existing proxy voting literature, which mostly focus on financial and agency considerations. We can thus allow for a broad “ideological” interpretation of the diverse ideal points of the multiple institutional asset managers and owners that goes beyond pure shareholder value considerations.

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