The testimony given on behalf of NASAA is significant as it reflects the views, generally, of state securities regulators. Mr. Pieciak tells us that information about private companies is limited, the price of trading in private companies is high, and the markets are fundamentally unfair. At the same time, he recognizes that the private markets are where the gains are to be made and he wants retail investors to have a chance to get in. He also concedes that startup offerings often "do not go…

The CFTC has several times granted similar no-action relief as to the requirement that the delegating and delegated CPOs be affiliates. There does not seem to be any strong policy basis for this condition, and thus it should be eliminated, so as to avoid the need for no-action requests.

Section 913(g)(1) of Dodd-Frank provides that the "Commission MAY promulgate rules" to conform the standard of conduct applicable to investment advisers and broker-dealers. Section 913(g)(2) says that the "Commission MAY promulgate rules" also for the standard of conduct for broker-dealers and investment advisers. (Emphasis supplied.) According to a search on the Cabinet, the word "shall" appears in 432 of Dodd-Frank's 557 sections, so it is clear that Congress knew how to use a word…

While the United States can justifiably feel some degree of pride in its efforts to fight commercial corruption outside the country, query whether the SEC should not also consider questions of practicality in bringing such cases. For example, the U.S. government brought an FCPA case against a firm that hired as interns the children of well-connected government officials in China. Though there is justification for that action, it was also, arguably, an impractical overreach. The SEC is not…