SEC Will Finish Required Dodd-Frank Rules, Clayton Says

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By Andrew Ramonas

The SEC isn’t forgetting about regulations it’s required to complete under the 2010 Dodd-Frank Act, agency Chairman Jay Clayton said Jan. 22.Dodd-Frank rules on executive compensation, security-based swaps, and other regulations remain on the Securities and Exchange Commission’s agenda, Clayton told the Northwestern University Pritzker School of Law’s Securities Regulation Institute in Coronado, Calif. Clayton didn’t give a timeline for completing the regulations as he made remarks from Washington via a video feed that the moderator called a “virtual fireside chat.” The chairman didn’t attend the conference in person because of the federal government’s shutdown.“It’s the SEC’s obligation to complete the rules mandated by Congress in Dodd-Frank, and I intend to do so,” he said. “By necessity, as we — me, my fellow commissioners, and the staff — develop and finalize the rules, we will have to be flexible in timing, in sequence, and in context because there are many factors beyond our control that can dictate how to apply the agency’s limited resources.”The commission is working under a near-term rulemaking agenda that is less than half the size as its last docket under former agency Chairman Mary Jo White, an Obama appointee who stepped down in January 2017. Its long-term agenda ballooned, however.

The long-term list has Dodd-Frank security-based swaps and executive compensation proposals, including a rule on the disclosure of the relationship between executive compensation and a company’s financial showing, also known as pay versus performance.

Clayton said he has “no specific thing that I have at the front burner,” but added he would like to move some executive compensation rules to the short-term docket when the SEC releases its next semiannual agenda in the coming months.

“There are only so many things that you can pump through the pipes,” Clayton said.

‘Lot of Balancing’

White, who was at the conference, said she takes him “at his word” that the SEC will finish its Dodd-Frank rulemaking work.

“He’s got a lot of other things to do, too,” White told reporters in response to a question from Bloomberg Law. “So, it’s a lot of balancing, but they’re on his long-term agenda.”

Clayton’s talk kicked off three days of discussions with the SEC and members of the securities industry at the Hotel Del Coronado near San Diego. Other commission officials are expected to participate via video later in the conference.

The SEC’s website said the commission is “open” and “fully staffed and focused on the agency’s mission,” despite the absences related to the government shutdown.

“I’m sorry we can’t have them in person, but we really are lucky this has come together in just 72 very crazy hours,” said moderator Meredith Cross, a Washington-based partner in the transactional and securities departments at Wilmer Cutler Pickering Hale and Dorr LLP.

To contact the reporter on this story: Andrew Ramonas in Coronado, Calif. at

To contact the editor responsible for this story: Seth Stern at

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