In remarks reviewing 20 years of the Corporate Penalty Statement, U.S. Securities and Exchange Commission (SEC) Commissioner Uyeda urged the commission to consider supplementing or revising its framework and to pursue individuals responsible for misconduct. The framework centers on whether a corporation benefited directly from a violation and whether a penalty would compensate or further harm injured shareholders. The proposed refinements would address circumstances in which penalties fall on investors who were victims or had no involvement in the misconduct. Uyeda recalled directing staff to follow the statement in January 2025. Enforcement Manual updates issued in February 2026 subsequently instructed staff to consider it when deciding whether to seek corporate penalties and at what level. Questions remain about how shareholder turnover, special purpose acquisition company mergers and disparities between voting control and economic ownership affect who bears the cost. Fair Fund distributions cannot reliably match investors bearing that cost with those harmed by the underlying violation. The remarks also questioned substantial penalties for violations requiring no proof of intent and whether issuing stock at fraudulently inflated prices necessarily constitutes a corporate benefit. Closer scrutiny of corporate penalties should be accompanied by action against responsible individuals. Available tools include officer and director bars, professional suspensions and statutory reimbursement of certain executive bonuses and stock sale profits when misconduct leads to a restatement. Individual cases can require longer investigations and more litigation, but those difficulties should prompt adequate staffing and support rather than acceptance of corporate settlements in their place.

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