Commissioner Crenshaw describes the SEC's actions as favoring management over shareholders. Another way of describing the SEC's actions is that they favor shareholders over political actors.

It is not a victory for shareholders when political activists holding an immaterial number of shares in a company are able to force proxy votes on matters that are not economically material to the company. Such actions are not really intended to be a victory for the shareholders; they are intended…

Commissioner Crenshaw is correct to point out the limited grounds on which the Fifth Circuit remanded the rules. But saying that the grounds were limited is not the same as saying that the grounds were trivial. What the Court found is that the SEC had not cost-justified the rules. Commissioner Crenshaw seems to suggest that finding such cost-justification is a box-checking exercise that can be quickly accomplished.

That is not, or at least should not be, the case. Cost-justification…

This is a welcome and important change in direction and policy at the SEC: to focus on what is important to investors making economic decisions, and not on topics of political interest. The prior Administration weighted very heavily the interest of a limited group of investors in particular subjects (with climate change being the most obvious example) and seemed largely indifferent to the costs of the disclosure. (For an example of the debate over this issue, see )

This is quite a significant change in the very longstanding interpretation that transaction compensation should be paid to a natural person and not to a personal service entity. The revised interpretation will undoubtedly lead to quite a bit of restructuring of compensation arrangements at broker-dealers that work on the independent contract model, rather than on the employee model.

The significance of the interpretation potentially extends well beyond the immediate topic of the…