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Mapping the Landscape of Comments to the SEC’s New Proxy Rules

Document Type

Blog Posting

Language

English (en)

Publication Date

2020

Publication Title

CLS Blue Sky Blog

Abstract

In November 2019, the Securities and Exchange Commission (“SEC”) issued a notice of proposed rulemaking aimed at the roles played by proxy advisers in providing information and voting recommendations to clients. The move was preceded by substantively similar interpretive guidance used by the SEC in August 2019, which itself attracted strong opposition (including a lawsuit). As a regulatory byproduct of the rulemaking approach, however, the interested persons were afforded the opportunity to submit comment letters to the SEC.

That process ended on the February 3 deadline, with more than 500 comments submitted. While this number is modest compared with certain other notice-and-comment periods, it is reasonably large, given the short time period, and even this number challenges average readers to understand the range of views expressed to the SEC.

What’s the best way to make sense of them? This post offers a helpful tool, in the form of a computational textual analysis of the submitted comments to the proposed rule change. While by no means a substitute for deeper analysis, this type of computational analysis provides a good start to helping make readers more discerning. (Moreover, these approaches can scale quite easily to take on far larger collections of comments.) For anyone interested in reviewing the various metrics mentioned below, a table with detailed information on all comment letters can be accessed here.

Keywords

SEC, Comments, Computational Textual Analysis

Publication Citation

Jens Frankenreiter, Mapping the Landscape of Comments to the SEC’s New Proxy Rules, CLS Blue Sky Blog (2020), https://clsbluesky.law.columbia.edu/2020/03/04/mapping-the-landscape-of-comments-to-the-secs-new-proxy-rules/

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