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Putting Investors First: Reviewing Proposals to Hold Executives Accountable

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Putting Investors First: Reviewing Proposals to Hold Executives Accountable PUTTING INVESTORS FIRST: REVIEWING PROPOSALS TO HOLD EXECUTIVES ACCOUNTABLE HEARING BEFORE THE SUBCOMMITTEE ON INVESTOR PROTECTION, ENTREPRENEURSHIP, AND CAPITAL MARKETS OF THE COMMITTEE ON FINANCIAL SERVICES U.S. HOUSE OF REPRESENTATIVES ONE HUNDRED SIXTEENTH CONGRESS FIRST SESSION APRIL 3, 2019 Printed for the use of the Committee on Financial Services Serial No. 116–15 ( U.S. GOVERNMENT PUBLISHING OFFICE 37–398 PDF WASHINGTON : 2019 VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00001 Fmt 5011 Sfmt 5011 K:\DOCS\37398.TXT TERRI HOUSE COMMITTEE ON FINANCIAL SERVICES MAXINE WATERS, California, Chairwoman CAROLYN B. MALONEY, New York PATRICK MCHENRY, North Carolina, NYDIA M. VELA´ ZQUEZ, New York Ranking Member BRAD SHERMAN, California PETER T. KING, New York GREGORY W. MEEKS, New York FRANK D. LUCAS, Oklahoma WM. LACY CLAY, Missouri BILL POSEY, Florida DAVID SCOTT, Georgia BLAINE LUETKEMEYER, Missouri AL GREEN, Texas BILL HUIZENGA, Michigan EMANUEL CLEAVER, Missouri SEAN P. DUFFY, Wisconsin ED PERLMUTTER, Colorado STEVE STIVERS, Ohio JIM A. HIMES, Connecticut ANN WAGNER, Missouri BILL FOSTER, Illinois ANDY BARR, Kentucky JOYCE BEATTY, Ohio SCOTT TIPTON, Colorado DENNY HECK, Washington ROGER WILLIAMS, Texas JUAN VARGAS, California FRENCH HILL, Arkansas JOSH GOTTHEIMER, New Jersey TOM EMMER, Minnesota VICENTE GONZALEZ, Texas LEE M. ZELDIN, New York AL LAWSON, Florida BARRY LOUDERMILK, Georgia MICHAEL SAN NICOLAS, Guam ALEXANDER X. MOONEY, West Virginia RASHIDA TLAIB, Michigan WARREN DAVIDSON, Ohio KATIE PORTER, California TED BUDD, North Carolina CINDY AXNE, Iowa DAVID KUSTOFF, Tennessee SEAN CASTEN, Illinois TREY HOLLINGSWORTH, Indiana AYANNA PRESSLEY, Massachusetts ANTHONY GONZALEZ, Ohio BEN MCADAMS, Utah JOHN ROSE, Tennessee ALEXANDRIA OCASIO-CORTEZ, New York BRYAN STEIL, Wisconsin JENNIFER WEXTON, Virginia LANCE GOODEN, Texas STEPHEN F. LYNCH, Massachusetts DENVER RIGGLEMAN, Virginia TULSI GABBARD, Hawaii ALMA ADAMS, North Carolina MADELEINE DEAN, Pennsylvania JESU´ S ‘‘CHUY’’ GARCIA, Illinois SYLVIA GARCIA, Texas DEAN PHILLIPS, Minnesota CHARLA OUERTATANI, Staff Director (II) VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00002 Fmt 5904 Sfmt 5904 K:\DOCS\37398.TXT TERRI SUBCOMMITTEE ON INVESTOR PROTECTION, ENTREPRENEURSHIP, AND CAPITAL MARKETS CAROLYN B. MALONEY, New York, Chairwoman BRAD SHERMAN, California BILL HUIZENGA, Michigan, Ranking DAVID SCOTT, Georgia Member JIM A. HIMES, Connecticut PETER T. KING, New York BILL FOSTER, Illinois SEAN P. DUFFY, Wisconsin GREGORY W. MEEKS, New York STEVE STIVERS, Ohio JUAN VARGAS, California ANN WAGNER, Missouri JOSH GOTTHEIMER. New Jersey FRENCH HILL, Arkansas VICENTE GONZALEZ, Texas TOM EMMER, Minnesota MICHAEL SAN NICOLAS, Guam ALEXANDER X. MOONEY, West Virginia KATIE PORTER, California WARREN DAVIDSON, Ohio CINDY AXNE, Iowa TREY HOLLINGSWORTH, Indiana, Vice SEAN CASTEN, Illinois Ranking Member ALEXANDRIA OCASIO-CORTEZ, New York (III) VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00003 Fmt 5904 Sfmt 5904 K:\DOCS\37398.TXT TERRI VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00004 Fmt 5904 Sfmt 5904 K:\DOCS\37398.TXT TERRI C O N T E N T S Page Hearing held on: April 3, 2019 ..................................................................................................... 1 Appendix: April 3, 2019 ..................................................................................................... 35 WITNESSES WEDNESDAY, APRIL 3, 2019 Coffee, John C., Jr., Adolf A. Berle Professor of Law, and Director of the Center on Corporate Governance, Columbia Law School ................................. 5 Lubin, Melanie Senter, Maryland Securities Commissioner, on behalf of the North American Securities Administrators Association ................................... 7 Gregg, Remington A., Counsel for Civil Justice and Consumer Rights, Public Citizen ................................................................................................................... 8 Quaadman, Thomas, Executive Vice President, Center for Capital Markets Competitiveness, U.S. Chamber of Commerce .................................................. 9 APPENDIX Prepared statements: Coffee, John C., Jr. ........................................................................................... 36 Gregg, Remington A. ........................................................................................ 46 Lubin, Melanie Senter ...................................................................................... 64 Quaadman, Thomas ......................................................................................... 73 ADDITIONAL MATERIAL SUBMITTED FOR THE RECORD Maloney, Hon. Carolyn: Written statement of the American Association for Justice ......................... 90 Written statement of the Council of Institutional Investors ........................ 92 Written statement of the Public Investors Arbitration Bar Association ...... 102 Huizenga, Hon. Bill: Written statement of the Securities Industry and Financial Markets As- sociation ......................................................................................................... 113 (V) VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00005 Fmt 5904 Sfmt 5904 K:\DOCS\37398.TXT TERRI VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00006 Fmt 5904 Sfmt 5904 K:\DOCS\37398.TXT TERRI PUTTING INVESTORS FIRST: REVIEWING PROPOSALS TO HOLD EXECUTIVES ACCOUNTABLE Wednesday, April 3, 2019 U.S. HOUSE OF REPRESENTATIVES, SUBCOMMITTEE ON INVESTOR PROTECTION, ENTREPRENEURSHIP, AND CAPITAL MARKETS, COMMITTEE ON FINANCIAL SERVICES, Washington, D.C. The subcommittee met, pursuant to notice, at 2:32 p.m., in room 2128, Rayburn House Office Building, Hon. Carolyn B. Maloney [chairwoman of the subcommittee] presiding. Members present: Representatives Maloney, Sherman, Scott, Himes, Foster, Vargas, Gottheimer, Gonzalez of Texas, San Nico- las, Porter, Axne, Casten, Ocasio-Cortez; Huizenga, Wagner, Hill, Mooney, Davidson, and Hollingsworth. Ex officio present: Representative McHenry. Also present: Representative Green. Chairwoman MALONEY. The Subcommittee on Investor Protec- tion, Entrepreneurship, and Capital Markets will come to order. Without objection, the Chair is authorized to declare a recess of the subcommittee at any time. Also, without objection, members of the full Financial Services Committee who are not members of this subcommittee are authorized to participate in today’s hearing. Today’s hearing is entitled, ‘‘Putting Investors First: Reviewing Proposals to Hold Executives Accountable.’’ I now recognize myself for 2 minutes to give an opening statement. This is a legislative hearing on six different bills that are aimed at improving the accountability of public companies and executives. First, we have a draft bill that I have authored called the 8-K Trading Gap Act of 2019. Right now, when there is a significant corporate event at a public company, the company has to disclose that significant event to the public by filing a Form 8-K within 4 days of the event occurring. And there has been research from academics at Columbia and Harvard showing that executives do actually trade profitably in this 4-day gap. My bill would address this problem by simply pro- hibiting executives from trading during this 4-day gap. Next, we have a bill by Mr. Himes that would, for the first time ever, codify insider trading law. I think this is really important be- cause up to now, all insider trading law has been developed by the courts and not by Congress. Mr. Himes’ bill would set out a statu- (1) VerDate Nov 24 2008 18:01 Sep 09, 2019 Jkt 095071 PO 00000 Frm 00007 Fmt 6633 Sfmt 6633 K:\DOCS\37398.TXT TERRI 2 tory definition of insider trading and would also reverse the harm- ful U.S. v. Newman court decision from 2014. Next, we have a bill by Mr. Foster which would prohibit brokers and investment advisers from using forced arbitration clauses in their customer agreements. The bill would also prohibit public com- panies from inserting forced arbitration clauses in their company bylaws, which I believe is illegal already, but which could benefit from additional clarity. Mr. Green also has a bill to protect whistleblowers by clarifying that their employers can’t retaliate against them even if they re- port suspected wrongdoing internally first before they report it to the SEC. This would fix a recent Supreme Court decision which found that only whistleblowers who report wrongdoing to the SEC are protected against retaliation by their employers. And, we have two discussion drafts that would finally force the SEC to finalize two important Dodd-Frank Act rulemakings on ex- ecutive compensation. I very much look forward to hearing from our witnesses on all of these bills. And with that, the Chair now recognizes the ranking member of the subcommittee, Mr. Huizenga, for 4 minutes for an opening statement. Thank you. Mr. HUIZENGA. Thank you, Madam Chairwoman. In a challenging global economy, America’s capital markets are the key to our long-term economic growth. However, many of to- day’s rules and regulations governing startups, entrepreneurs, small businesses, and investors were conceived in the 1930s and 1940s, and parenthetically, a Senator from Michigan, from Grand Rapids, a part of my district area, Arthur Vandenburg, was instru- mental in that. Well, the telephone was cutting edge for Arthur Vandenburg and times have definitely changed. If the U.S. wants to compete prin- cipally
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