In remarks to the Investor Advisory Committee, U.S. Securities and Exchange Commission Commissioner Caroline A. Crenshaw said the corporate governance landscape has shifted dramatically within a year, pointing to recent staff and Commission actions that she argued reduce shareholder participation and investor protections without notice-and-comment rulemaking. Crenshaw highlighted the rescission of Staff Legal Bulletin 14L (via Staff Legal Bulletin 14M) as easing the exclusion of certain shareholder proposals; a change in the Exchange Act Rule 14a-8 process under which staff will generally not weigh in on most no-action requests while issuing “no objection” relief on request without substantive review; and the Chairman’s stated intention to greenlight exclusion of most precatory proxy proposals. She also pointed to a Commission policy statement effectively permitting mandatory arbitration clauses in public-company registration statements, staff no-action relief allowing retail investors to “check the box” to have shares automatically voted in line with board recommendations, guidance under Rules 13D/G that limits investor engagement with management, and the Chairman’s stated intention to reduce the cadence of quarterly reporting and diminish disclosures including executive compensation. Separately, she warned that tokenized equity products raise complex issues across issuance, trading, clearing, and settlement, arguing that relaxing regulatory requirements simply because a product is blockchain-based could increase risks; she questioned the investor protections, clarity of rights and entitlements, liquidity, and pricing of “wrapped” tokenized securities, while noting that new rules may be warranted to address their product-specific risks.

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