Good morning, ladies and gentlemen, and welcome to our first Investor Advisory Committee meeting of the year. Before I make some opening remarks, let me offer the customary disclaimer that the views I express here are my own as Chairman and not necessarily those of the SEC as an institution or of the other Commissioners. Of course, I should also like to acknowledge those of you for whom today marks your final IAC meeting. This Committee has an important mission to give considered input to the Commission. I am grateful for the service that you have given—and for the contributions that you have made.
Paul Atkins, SEC
In just a few moments, your first panel will discuss ways in which we can reduce unnecessary disclosure burdens, which have increased dramatically in recent decades.
At a high level, achieving what I often call the “minimum effective dose of regulation” requires the Commission to follow a few ideals. First is rationalizing. Our rules should be sensible and disciplined, with materiality as our north star. Second, these requirements must scale with a company’s size and maturity. Balancing disclosure obligations with a company’s ability to bear the burdens of compliance is especially important where Congress has directed the SEC to promulgate a disclosure rule whose costs may fall unevenly or be completely askew. And for newly public companies, the SEC should consider building upon the “IPO on-ramp” that Congress established in the JOBS Act. For example, allowing companies to remain on the “on-ramp” for a minimum number of years, rather than forcing them off as soon as the first year after the initial offering, could provide companies with greater certainty and incentivize more IPOs, especially among smaller companies.
A third theme involves the SEC’s tendency to regulate indirectly, or set expectations for, matters of corporate governance through so-called “comply or explain” disclosure requirements. Absent a clear congressional directive, it is not the SEC’s role to enforce evolving notions of “best practice” governance standards through what I consider “regulation by shaming.” Our mandate is disclosure rooted in materiality, not to enforce governance orthodoxy by embarrassment. These decisions, of course, should be left ultimately to shareholders and their directors to sort out according to the aspects of their company.
Later today, your second panel will then focus on the persistent challenges that publicly offered funds face in obtaining a quorum for shareholder meetings. As retail patterns evolve and the intermediated nature of account structures complicate outreach, attaining that threshold has become more difficult and more costly. The Commission is attuned to these dynamics, and I look forward to the panel’s insights on potential avenues for modernization that preserve investor protections.
Finally, the Committee will vote on recommendations regarding the tokenization of equity securities. I want to thank the IAC for engaging thoughtfully with this topic, as well as for your recognition that tokenization can enhance settlement efficiency, reduce settlement risk, and eliminate unnecessary intermediaries.
As I have previously discussed, I expect the Commission to soon consider an innovation exemption to facilitate limited trading of certain tokenized securities with an eye toward developing a long-term regulatory framework.[1] To help inform our work in this area and to provide for robust public input, our Crypto Task Force has hosted several roundtables, met with hundreds of market participants, solicited broad public feedback, and received scores of written input submissions over the past thirteen months on how best to calibrate our rules to new and novel types of trading.[2][3][4]
We continue to welcome comments on the design of a potential innovation exemption, which would be limited in time and scope, but long enough so that we can craft more durable rules that harness the full potential of these new technologies.
With that, I want to close where I began, which is by thanking you for your service on this Committee—especially our departing members. Your work here has been careful and rigorous. You have given the Committee the benefit of your experience, with the interests of investors foremost in your minds. And I know that while public service of this kind rarely draws headlines, it very much strengthens the foundations on which our markets depend. So, each of you has my sincere thanks—and best wishes for today’s meeting and in the endeavors that lie ahead. Thank you.
Source: SEC
Adam’s Lib: Remarks At The Meeting Of The SEC Investor Advisory Committee, SEC Commissioner Hester M. Peirce, Washington D.C., March 12, 2026
Thank you, Brian [Schorr]. And thank you to the Committee and panelists for graciously giving of your time today at this first Investor Advisory Committee meeting of 2026. I am sorry that it also is the last IAC meeting for James Andrus, Gina-Gail Fletcher, Colleen Honigsberg, Christine Lazaro, Andrew Park, Dr. David Rhoiney, Paul Roye, and Brian Schorr. Thank you for devoting your time, expertise, energy, and service to help improve our capital markets for the benefit of American investors.
Hester Peirce, SEC
As Chairman Atkins noted earlier this week,[1] March 9th was the 250th anniversary of Adam Smith’s An Inquiry into the Nature and Causes of the Wealth of Nations. The book reflects Smith’s classical liberalism, which is relevant to the Commission’s work and hence to yours as you advise us in ours.
Smith’s version of liberalism liberates and celebrates the individual who contributes to society. Economist Maryann Keating explained that the resulting “[p]olicy principles for constructive reform” are not “those of utilitarian dreamers who seek to change human nature and control outcomes,” but rather “Adam Smith’s system prioritizes the liberty to act in congruence with an individual’s natural sense of morality and societal norms” and “a nation granting people the liberty to pursue immeasurable personal goals increases the probability of attaining outcomes that increase individual and aggregate well-being.”[2] In his own words, Smith warned: “The statesman, who should attempt to direct private people in what manner they ought to employ their capitals, would not only load himself with a most unnecessary attention, but assume an authority which could be safely trusted, not only to no single person, but to no council or senate whatever, and which would nowhere be so dangerous as in the hands of a man who had folly and presumption enough to fancy himself fit to exercise it.”[3] A humbling admonition for a regulator!
But a regulator I am, and so let me turn to the topic of the first panel—public company disclosure reform. The SEC requires companies to spend a lot of time and attention preparing disclosures that may obfuscate rather than add to the mix of information on which investors rely. Certain mandated executive compensation tables, for example, are about as interesting to investors as the chart on the bounties paid on herring from 1771 to 1781 appended to the end of the Wealth of Nations.[4] The laundry list of disclosure obligations public companies face is long, and I welcome your thoughts on how we can pare it back.
I am pleased that, in its second panel, the Committee is taking up the important issue of fund proxy voting. A discussion on and potential solutions regarding funds’ difficulty in obtaining a quorum for votes on certain matters under the Investment Company Act of 1940 is overdue. The generally required quorum of more than 50% of the outstanding voting securities of a fund to approve many changes is difficult and costly[5] for funds. Many fund shareholders are retail investors,[6] and they are much less likely to vote than institutional investors.[7] I look forward to hearing the investor perspective on possible solutions posited by the industry. As part of this panel, the Committee will discuss fund proxy reform in the context of, among other things, investor choice in a fund’s stewardship of issuer proxies. As you discuss this issue, I hope you will keep in mind that the proxy vote belongs to the fund, not to any individual shareholder in the fund. If the fund delegates voting power to its adviser, the adviser must exercise it in the interests of the fund and that fund alone.
I look forward to the continued discussion of securities tokenization. Last meeting’s tokenization conversation was helpful, and I hope that today’s discussion of the draft recommendation will be equally useful. Genuine, public discussion among Committee members of these difficult and important issues informs the Commission’s own consideration of the issue. Competing views should be expressed and discussed before a vote is taken.
As Chairman Atkins and I discussed recently,[8] Commission staff is working on an innovation exemption to facilitate limited trading of certain tokenized securities—much narrower than the “blanket” exemption mentioned in the draft recommendation. Within this narrower vision, I would appreciate the Committee’s consideration of several key questions I have about the Committee’s positions and draft recommendations for an innovation exemption that both protects investors and enables firms to experiment and innovate with blockchain and tokenization technology.
1. The draft suggests that mandatory disclosures should seek to provide investors in tokenized securities with a clear understanding of their ownership rights. How are the SEC’s existing issuer disclosure requirements insufficient in this regard?
2. Does the Committee believe that broker-dealers and clearing agencies that tokenize security entitlements should be subject to new disclosure requirements relating to such security entitlements? If so, why should tokenized security entitlements be treated differently than security entitlements that are not tokenized?
3. The draft states that allowing for the atomic settlement of tokenized equity securities requires exemptive relief or reforms to the SEC’s existing T+1 settlement rules. Can you clarify why you believe relief or reforms would be necessary for transactions that settle faster than T+1? Would atomic settlement face friction under other existing SEC rules?
4. The draft posits that intermediaries for tokenized securities should be regulated and that the trading of tokenized equity securities should be subject to protections that seek to ensure that all investors receive the best terms for their orders. What if there are no intermediaries to regulate? One of the beauties of this technology is the ability to transact without intermediaries. Or, if there are intermediaries, what if they do not clearly fit within the existing intermediary definitions in the Exchange Act (e.g., broker, dealer, exchange, clearing agency)? Does the SEC have statutory authority to impose the requirements that the draft recommends in such cases?
5. Should the Commission consider allowing different tokenization models in an innovation exemption to help inform their risks, benefits, and regulatory treatment? Should an innovation exemption require a third party to obtain issuer consent to issue tokenized versions of existing equity securities of that issuer?
6. What conditions should apply in an innovation exemption to preserve the fundamental investor protections listed in the recommendation and to minimize regulatory arbitrage?
Again, thank you all for your participation in today’s discussions. Thank you also to Marc Sharma, Adam Moore, Adam Anicich, and Charles Kwon for their work with the Committee.
Source: SEC
