The text of the Commission’s regulations should reflect reality. More than 20 years ago, the U.S. Court of Appeals for the District of Columbia Circuit vacated a rulemaking that would have mandated a board with no less than 75% independent directors and an independent chair as a condition to reliance on certain exemptive rules. The court’s mandate has been clear since 2006, and updating the Code of Federal Regulations to reflect this outcome is long overdue.
Thus, I am pleased to support the Commission’s adoption of these technical amendments to rule 0-1(a)(7), which bring our regulations into alignment with the Federal court’s vacatur of both the 75% requirement and the independent chair requirement. These amendments are a necessary step to reaffirm our commitment to sound regulatory principles.