Should the SEC’s power to determine what information companies disclose be restricted?

Awaiting Vote
Bill Summary

H.R. 4790 aims to limit the SEC from requiring companies to disclose nonmaterial information unless its omission would significantly impact investor decisions. The bill would also require the SEC to list such mandates on its website with explanations. Additionally, it calls for the creation of a Public Company Advisory Committee to advise on regulatory issues and corporate governance. It mandates that the SEC report to Congress on the impact of European corporate sustainability regulations. Sponsor: Rep. Bill Huizenga (Republican, Michigan, District 4)
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Opponents say

•     "If enacted, this legislation would functionally make all SEC disclosure requirements discretionary, and it would statutorily limit the ability of SEC or investors to scrutinize materiality determinations by issuers and seek additional information. Issuers would receive unquestionable authority to determine what information is material to investors. Issuer-determined materiality has often yielded incomplete and incomparable information for investors. Making the entire SEC disclosure regime based on this principle would be disastrous and AFR strongly opposes this legislation." Source: Americans for Financial Reform


•     "Since the 1930s, the SEC’s uniform disclosure rules have provided consistency and comparability for investors. But if adopted, H.R. 4790 will effectively make compliance with future SEC disclosure rules voluntary depending on whether corporate management deems ESG information to be “material” to investors. The legislation will radically curtail the SEC’s authority to issue disclosure rules for public companies." Source: William Samuel, Director of Government Affairs at AFL-CIO


•     "This bill is part of the Republican attacks on "woke" policies that actually help everyday investors make informed decisions with their money. In general, this bill restricts the Securities and Exchange Commission's (SEC) authority to require disclosures and enforce compliance with such requirements, thereby giving public companies the ability to hide risks about themselves that investors would otherwise want to know." Source: Rep. Maxine Waters, Ranking Member, Committee on Financial Services (Democrat, California, District 43). 

Proponents say

•     "The bill includes a multitude of commonsense policies that would protect the U.S. capital markets from non-financial factors, such as environmental, social, and governance (ESG) criteria. Ancillary ESG considerations subordinate financial returns in favor of nonfinancial benefits. This contravenes the common law meaning of a fiduciary duty, which is to invest assets and vote proxies solely in the interest of the beneficiaries of the funds being managed." Source: Americans for Tax Reform


•     "Since taking over at the SEC, Chair Gensler has seemingly done everything in this power to dismantle our capital markets. Americans saving for retirement need less immaterial disclosure regulations that ultimately drive-up costs and reduce returns for everyday investors. The GUARDRAIL Act takes positive and deliberate steps to refocus the SEC on its core mission instead of pushing a political and social agenda." Source:  Rep. Bill Huizenga (Republican, Michigan, District 4)


•     "Over the past two years, the SEC has expanded its regulatory ambit into policy areas not traditionally subject to Commission action. In particular, the SEC's focus on ESG issues has undermined the long-settled materiality standard governing public company disclosure obligations. This departure from materiality has in many instances led to disclosure requirements justified solely by policy concerns outside the SEC's purview, a concerning trend for an agency whose disclosure rules should be designed to protect investors and facilitate capital formation." Source: Chris Netram, Managing Vice President of Policy at the National Association of Manufacturers