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SEC Chair Gary Gensler signals that disclosure will be a key issue in the year ahead

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U.S. Securities and Exchange Commission chairman Gary Gensler testifies during a Senate Banking Committee hearing on Capitol Hill September 12, 2023 in Washington, DC.

Drew Angerer | Getty Images

The annual two-day “SEC Speaks” event kicked off Tuesday, offering clues to what the priorities will be for the Securities and Exchange Commission in the coming year.

Sponsored by the Practicing Law Institute, it is a forum where the SEC provides guidance to the legal community on rules, regulations, enforcement actions and lawsuits. The event allows the SEC to get its main messages across, and this year a key issue is “disclosure.”

“[W]e have an obligation to update the rules of the road, always with an eye toward promoting trust as well as efficiency, competition, and liquidity in the markets,” SEC Chair Gary Gensler said in his introduction to the conference. Besides Gensler, all the SEC division heads and senior staff will be speaking.

Based on Gensler’s introductory remarks, there will be discussions about the upcoming move to shorten the securities settlement cycle from two days to one (T+1, which takes place May 28), the expansion of the definition of an exchange to include more recent trading platforms (like request-for-quote, or RFQ, electronic trading platforms), consideration of a change in the current one-penny increment for quoting stock trades to sub-penny levels, creation of a best execution standard for broker-dealers, and creation of more competition for individual investors orders (so-called payment for order flow).

The SEC’s mission

You often hear SEC officials say the role of the SEC is to “protect investors, maintain fair, orderly and efficient markets, and facilitate capital formation.”

That sounds like a pretty broad mandate, and it is. Deliberately so. It came out of the disaster of the 1929 stock market crash, which was the initial event in the greatest economic catastrophe of the last 100 years: the Great Depression.

Prior to 1933, and particularly in the 1920s, all sorts of securities were sold to the public with wild claims behind them, much of which were fraudulent. After the crash of 1929, Congress went looking for a cause, and fraudulent claims and lack of disclosure were high on the list.

Congress then passed the Securities Act of 1933, and the following year passed the Securities Exchange Act of 1934, which created the SEC to enforce all the new laws. It also required everyone involved in the securities business (mainly brokerage firms and stock exchanges) to register with the SEC.

The 1933 Act did not make it illegal to sell a bad investment. It simply required disclosure: all relevant facts about an investment were supposed to be disclosed, and investors could make up their own minds.

The 1933 Act was the first major federal legislation to regulate the offer and sale of securities in the United States. This was followed by the Investment Company Act of 1940, which regulated mutual funds (and eventually ETFs), and the Investment Advisers Act of 1940, which required investment advisers to register with the SEC.

On the agenda

Tuesday’s conference is a chance for Gensler and his staff to tell everyone what they are doing in greater detail. The agency has six divisions, but they can be boiled down to disclosure, risk monitoring and enforcement.

Risk monitoring. To fulfill its mandate to protect investors, it’s critical to understand what the risks to investors are. There is an economic and risk analysis division that does that.

Disclosure. At the heart of the whole game is disclosure. That is the original requirement of the 1933 Act. The SEC has a division of corporation finance to make sure that Corporate America provides disclosures on issues that could materially affect companies. This starts with an initial public offering and continues when the company becomes publicly traded.

There’s also a division of examinations that conducts the SEC’s National Exam Program. It’s just what it sounds like. The SEC identifies areas of high concern (cybersecurity, crypto, money laundering, climate change, etc.) and then monitors Corporate America (investment advisers, investment companies, broker-dealers, etc.) to make sure they are in compliance with all the required disclosures. Current hot topics include climate change, crypto and cybersecurity.

The problem is that the definition of what should be disclosed has evolved over the decades. For example, there is a bitter legal fight brewing over the recent enactment of regulations requiring companies to disclose climate risks. Many contend this was not part of the original SEC mandate. The SEC disagrees, arguing it is part of the mandate to “protect investors.”

Enforcement. The SEC can use the information they gather to make policy recommendations, and if they feel a company is not in compliance, they can also refer them to the dreaded division of enforcement.

These are the cops. They conduct investigations into securities laws violations, and they prosecute the civil suits in the federal courts. This division will be providing an update on the litigation the SEC is involved in, which is growing.

Mutual funds, ETFs and investment advisers. We’ll also hear from the division that monitor mutual funds and investment advisers. Most people invest in the markets through an investment advisor, and they usually buy mutual funds or ETFs. This is all governed by the Investment Company Act of 1940 and the Investment Advisers Act of 1940. There’s a division of investment management that monitors all the investment companies (that includes mutual funds, money market funds, closed-end funds, and ETFs) and investment advisers. This division will be sharing insights on some of the new disclosure requirements that have been enacted in the past couple years, particularly rules adopted in August 2023 for advisers to private funds.

Trading. Finally, the division of trading and markets monitors everyone involved in trading: broker-dealers, stock exchanges, clearing agencies, etc. We can expect updates on record-keeping requirements, shortening the trading cycle (the U.S. goes to a one-day settlement from a three-day settlement on May 28, which is a big deal), and short sale disclosure.

Did we mention SPACs?

Donald Trump will likely not come up at the conference, but the SEC in January considerably tightened the rules around disclosure of special purpose acquisition companies, or SPACs. Trump’s company, Truth Social, went public on March 22 through a merger with a SPAC known as Digital World Acquisition Corp. It is now trading as Trump Media & Technology (DJT), and it made disclosures Monday that caused the stock to drop about 22%.

Prior to the recent rule changes, executives marketing a company to be acquired by a SPAC often made wild claims about the future profitability of these businesses — claims that would never have been possible to make had a traditional initial public offering route been used. The new SPAC rules that the SEC adopted made the target company legally liable for any statement made about future results by assuming responsibility for disclosures.

Additionally, companies are provided with a “safe harbor” protection when they make forward-looking statements, which provide them with protection against certain legal liabilities. However, IPOs are not afforded this “safe harbor” protection, which is why forward-looking statements in an IPO registration are usually very cautiously worded.

The rules clarified that SPACs also do not have “safe harbor” legal protections for forward-looking statements, which means the companies could more easily be sued.

Like I said, Trump will likely not come up at the conference, but the message: “Disclosure!” will likely be the dominant refrain.

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Swiss government proposes tough new capital rules in major blow to UBS

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A sign in German that reads “part of the UBS group” in Basel on May 5, 2025.

Fabrice Coffrini | AFP | Getty Images

The Swiss government on Friday proposed strict new capital rules that would require banking giant UBS to hold an additional $26 billion in core capital, following its 2023 takeover of stricken rival Credit Suisse.

The measures would also mean that UBS will need to fully capitalize its foreign units and carry out fewer share buybacks.

“The rise in the going-concern requirement needs to be met with up to USD 26 billion of CET1 capital, to allow the AT1 bond holdings to be reduced by around USD 8 billion,” the government said in a Friday statement, referring to UBS’ holding of Additional Tier 1 (AT1) bonds.

The Swiss National Bank said it supported the measures from the government as they will “significantly strengthen” UBS’ resilience.

“As well as reducing the likelihood of a large systemically important bank such as UBS getting into financial distress, this measure also increases a bank’s room for manoeuvre to stabilise itself in a crisis through its own efforts. This makes it less likely that UBS has to be bailed out by the government in the event of a crisis,” SNB said in a Friday statement.

‘Too big to fail’

UBS has been battling the specter of tighter capital rules since acquiring the country’s second-largest bank at a cut-price following years of strategic errors, mismanagement and scandals at Credit Suisse.

The shock demise of the banking giant also brought Swiss financial regulator FINMA under fire for its perceived scarce supervision of the bank and the ultimate timing of its intervention.

Swiss regulators argue that UBS must have stronger capital requirements to safeguard the national economy and financial system, given the bank’s balance topped $1.7 trillion in 2023, roughly double the projected Swiss economic output of last year. UBS insists it is not “too big to fail” and that the additional capital requirements — set to drain its cash liquidity — will impact the bank’s competitiveness.

At the heart of the standoff are pressing concerns over UBS’ ability to buffer any prospective losses at its foreign units, where it has, until now, had the duty to back 60% of capital with capital at the parent bank.

Higher capital requirements can whittle down a bank’s balance sheet and credit supply by bolstering a lender’s funding costs and choking off their willingness to lend — as well as waning their appetite for risk. For shareholders, of note will be the potential impact on discretionary funds available for distribution, including dividends, share buybacks and bonus payments.

“While winding down Credit Suisse’s legacy businesses should free up capital and reduce costs for UBS, much of these gains could be absorbed by stricter regulatory demands,” Johann Scholtz, senior equity analyst at Morningstar, said in a note preceding the FINMA announcement. 

“Such measures may place UBS’s capital requirements well above those faced by rivals in the United States, putting pressure on returns and reducing prospects for narrowing its long-term valuation gap. Even its long-standing premium rating relative to the European banking sector has recently evaporated.”

The prospect of stringent Swiss capital rules and UBS’ extensive U.S. presence through its core global wealth management division comes as White House trade tariffs already weigh on the bank’s fortunes. In a dramatic twist, the bank lost its crown as continental Europe’s most valuable lender by market capitalization to Spanish giant Santander in mid-April.

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Trump-Xi call isn’t enough to resolve critical mineral shortage

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Chinese and U.S. flags flutter near The Bund, before U.S. trade delegation meet their Chinese counterparts for talks in Shanghai, China July 30, 2019.

Aly Song | Reuters

BEIJING — A high-stakes call between the U.S. and Chinese presidents on Thursday has yet to resolve a global shortage of rare earth exports that businesses say could halt production of cars and other industrial parts this summer.

Rare earths, along with a broader group of critical minerals, are used in weapons, cars and other high-tech products. China has come to dominate the mining and production of those metals, and over the last two years has gradually started to restrict international sales.

In early April, China announced new export controls on seven rare earth elements. Unlike other measures, Beijing did not specify whether they were a response to heightened U.S. tensions.

After both sides reached their breakthrough trade agreement on May 12, China’s Commerce Ministry said on the same day that it held a meeting to strengthen export controls on critical minerals.  There was no broad rollback of the restrictions on seven rare earths.

This development came as a surprise to many in Washington, who had expected a repeal of the rare earths restrictions, since the trade agreement had said both countries would suspend most tariffs and roll back countermeasures for 90 days.

But so far, only some Chinese suppliers of U.S. companies have received six-month export licenses for rare earths, the American Chamber of Commerce in China said Friday, citing a survey of members from May 23 to 28.

Among respondents affected by rare earths controls, 75% said their existing supplies would run out within three months, the survey said. The controls mostly affected sectors involving research and development, resources, industrial and tech, but not consumer or services companies, the survey showed.

While China did not mention rare earths in its readout of Chinese President Xi Jinping’s call with U.S. President Donald Trump, the long-awaited conversation itself signaled that both countries would continue to talk, following accusations from both sides of violating the trade agreement.

U.S.-China truce talks are likely temporary, it will blow up, says AEI's Derek Scissors

“I think we’re in very good shape with China and the trade deal,” Trump told reporters following Thursday’s call. “We have a deal with China, as you know, but we were straightening out some of the points having to do mostly with rare earth magnets and some other things.”

He did not elaborate. But Trump said U.S. Treasury Secretary Scott Bessent, Commerce Secretary Howard Lutnick and U.S. Trade Representative Jamieson Greer would meet their Chinese counterparts at an unspecified time.

Further trade talks will likely bring the U.S. and China back to where things stood earlier this year, with limited tariffs, Jianwei Xu, senior economist at Natixis, said Friday. He said China could accelerate some rare earths export approvals for commercial use, in return for the U.S. easing its restrictions on some tech exports to China.

“I think both China and the U.S. have figured out that each other’s immediate weaknesses are not so much about tariffs, but more about non-tariff issues, especially in tech and rare earths,” Xu said.

Not just the U.S.

The impact of China’s restrictions on rare earths extends beyond U.S. companies.

Several European auto parts companies have already had to stop production, industry association CLEPA said Wednesday. It warned of more widespread impact in coming weeks, and said China has only approved about 25% of “hundreds of export license applications” that were submitted.

China has recently appeared to ease some export controls, albeit to some European companies, the European Union Chamber of Commerce in China said Friday. But it warned that it was insufficient to “prevent severe supply chain disruptions for many companies.”

“Our members are still struggling with the export licence approval process, due to both the time it takes and the lack of transparency, and this is now negatively impacting production lines in Europe and other countries,” European Chamber President Jens Eskelund said in a statement.

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Japanese automaker Suzuki Motor briefly suspended production of its Swift car due to China’s rare earth curbs, Reuters reported Thursday, citing two unnamed sources, with manufacturing expected to partially resume on June 13. A Suzuki Motor spokesperson was not immediately available to comment when contacted by CNBC.

“China’s export control measures are consistent with universal practices. Such measures are non-discriminatory and not targeted at any particular country,” China’s Foreign Ministry Spokesperson Lin Jian said in response to a question about the Japanese automaker on Thursday, according to an official English-language transcript.

That echoed Ministry of Commerce Spokesperson He Yongqiang’s response to a question last week on Chinese companies restricting sales of a critical mineral stored outside the country at the Netherlands’ Rotterdam port.

She added during a separate press conference Thursday that China would approve applications for export licenses in line with its regulations, and to “promote convenient and compliant trade.” That’s according to a CNBC translation of the Chinese.

Increasing export controls

China’s restrictions on critical minerals have accelerated in the last several months.

Following export controls in Aug. 2023 on gallium and germanium, two metals used in chipmaking, China, a year later, then announced similar restrictions on exports of antimony, which is used in bullets, nuclear weapons production and lead-acid batteries. It can also strengthen other metals.

A few months later, China released a broader policy that tightened restrictions on exports of products that could have both civilian and military use. The export controls cover metals such as tungsten that the U.S. has deemed critical.

Tungsten is nearly as hard as a diamond, and is used in weapons, semiconductors and industrial cutting machines. 

There are about 300 grams (10.6 ounces) of tungsten in the average car, the majority of which is lost even with recycling, said Martin Hotwagner, market analyst at Austria-based Steel & Metal Market Research. As supplies run low, he expects Western companies will likely run out of tungsten later this summer.

— CNBC’s Sam Meredith contributed to this report.

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