Although not on the same scale as the penalties imposed on broker-dealers for recordkeeping violations, this seems another instance where the penalty is arguably disproportionate to the violation. It would be one thing if there were evidence that the issuer had intentionally, or even unintentionally, failed to disclose a material problem in an employee complaint, but apparently that is not the case. Likewise, there is not a suggestion that an employee was prevented from talking to the SEC.…

The implicit statement of the Senators' letter is that the SEC's rule proposals would likely not survive a legal challenge under the Administrative Procedures Act. The data that the Senators requested is of a type that would be an issue in such a legal challenge.

From a policy perspective, there is no reason for the SEC to fail to respond to the Senators' request for information. The SEC should provide any information that supports, or may refute, its position. That is the…

The Associations make a number of very significant legal points in their letter. The first is that the broker-dealer record keeping requirement is far broader than the investment adviser recordkeeping requirement. This seems very straightforward on the words of the different rules and based on the regulatory history of the rule applicable to investment advisers, as recounted in the Associations' letter.

The second point is that the SEC should not treat the violation of an adviser's…

There is another way to entice private issuers to become public companies, and that is to reduce the burdens of being a public company. Not only do the majority of commissioners appear to be ignoring the past, but the new regulatory burdens they are proposing, such as ESG requirements, would make going public even more expensive and thus less attractive.

There is some trade-off between the benefits of going public and those of staying private. If the only inducement regulators will…