Mark T. Uyeda is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Commissioner Uyeda, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
Thank you, Chair Gensler. Section 13(f)(2) of the Exchange Act requires the Commission to prescribe rules providing for the public disclosure of the name of the issuer and the title, class, CUSIP number, and aggregate amount of the number of short sales of each security, and any additional information determined by the Commission.[1] Section 13(f)(3) then provides the Commission with authority to exempt any institutional investment manager or security or any class of the foregoing from any or all of the provisions of Section 13(f) or the rules thereunder.[2] Notably, in enacting the Dodd-Frank Act, Congress did not limit the Commission’s exemptive authority under section 13(f)(3) as it did in other areas, such as with respect to certain swaps and derivatives where Congress did specifically curtail Commission authority to issue exemptive relief.
Had the Commission simply implemented the statute by requiring the specific reporting items enumerated by Congress in the Dodd-Frank Act, my views would be very different. But the Commission proceeds to go above and beyond what is required by law by relying on a broad grant of discretionary authority.[3] This grant of authority—which permits the Commission to require the disclosure of “any additional information determined by the Commission”—is so broad that an ambitious regulator could interpret it to permit the Commission to require the disclosure of almost any information imaginable. I believe that such ambitious interpretations are unwise.
