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E-MailLucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Associate Professor of Law and Milton Handler Fellow at Columbia Law School. Bebchuk and Jackson served as co-chairs of the Committee on Disclosure of Corporate Political Spending, which filed a rulemaking petition requesting that the SEC require all public companies to disclose their political spending, discussed on the Forum here. Bebchuk and Jackson are also co-authors of Shining Light on Corporate Political Spending, published last month in the Georgetown Law Journal.
In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. In a post eleven months ago, we noted that the petition had attracted more than 250,000 comment letters. In this post, we report that, as reflected in the SEC’s webpage for comments filed on our petition, the SEC has now received more than half a million comment letters regarding the petition. To our knowledge, the petition has attracted more comments than any other SEC rulemaking petition—or, indeed, than any other issue on which the Commission has accepted public comment—in the history of the SEC.
As in the past, it remains the case that the overwhelming majority of comment letters filed with the SEC are supportive of the petition. In November 2012, the then-Director of the SEC’s Division of Corporation Finance said that the Division was “looking at the [petition] and we have 300,000 comments on it. So in light of this interest, we’re taking a look at whether to make a recommendation to the Commission.” The comment letters submitted over the last several months reinforce the strength of interest noted by the Director.
We should note that, of the filed comments, 497,024 came from individuals who expressed their views through one of fourteen common types of letters filed with the Commission. While these comments use standard form letters, each was separately submitted by individuals who presumably were interested enough in this subject to write to the SEC. Furthermore, the petition has separately attracted 3,363 distinct comment letters, and the overwhelming majority of these letters is also supportive of the petition.
We should also note that, since our last post on the number of filed comments, opponents of the petition have also filed detailed critiques of our proposal with the SEC. In particular, the Chamber of Commerce—together with a large number of similar trade organizations—and the American Petroleum Institute have each filed comment letters raising objections to the proposed rulemaking. In our new article, Shining Light on Corporate Political Spending, as well as a recent series of posts available here, we discuss these objections and show why none of them, either individually or collectively, provides any basis for opposing rules requiring disclosure of corporate spending on politics.
The comments submitted to the SEC highlight the strength of the case for requiring disclosure of political spending and the breadth of support for such a rule. We hope that the SEC’s consideration of the rulemaking petition will lead to the adoption of such a rule.
Finally, we note that the SEC is still accepting comments on the rulemaking petition, and we encourage readers who have views on the subject, either in favor of against the rulemaking petition, to contribute to the file. Information on how to submit a comment is available here.
