Since assuming office, SEC Acting Chair Allison Herren Lee has not only focused to an unusual extent on ESG matters, she has also taken unusual actions, including (i) establishing a , although it is not even clear whether there are rules in this regard to break, much less that they have been broken, and (ii) suggesting that the political spending disclosures as to ESG, which might raise constitutional questions.

The points expressed by Commissioners Roisman and Peirce may be briefly…

Acting Chair Lee's remarks strongly suggest that she favors not only providing fund investors with more information as to how the funds vote their holds, but also that she favors funds voting "yes" on issues that she regards as ESG-favorable. The first priority (providing information to investors) is clearly within the ambit of the SEC; the second priority (suggesting that funds ought to vote a certain way to "maximize" value) may not be.

Acting Chair Lee has made clear that ESG disclosure will be a central focus of the SEC during her tenure. See, e.g., ; ; . This focus is consistent with her remarks before she assumed her current status as Acting Chair. See, e.g., .

A number of the actions that she has taken (e.g., the establishment of an ESG Enforcement Task Force in the absence of evidence of systemic violations) and proposals made in this statement (e.g., to impose an ESG disclosure requirement on private placement…

Before the SEC launches into the creation of a full-fledged ESG disclosure regime, it ought first to explain (i) the statutory basis for creating such a regime and (ii) the purpose of such a regime. Once those two questions are answered, the SEC can then move on to the scope of the regime and the methodology. Once a regime is in place, with established rules, the SEC might consider how to bring enforcement actions for violations.

The SEC appears to be reversing the ordinary course of…