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결론: 겐슬러 SEC 위원장은 자본시장 혁신에 따른 투자자 보호 원칙(공시·사기 금지)을 강조하며, 가상자산·SPAC 등 신기술 자산 대부분이 증권법 적용 대상이라는 입장을 밝혔다. 시장 구조 및 사모펀드 규제 - 2020년대 기술 변화에 맞춰 시장 효율성(낮은 자금조달 비용, 투자자 수익 개선)을 유지하는 것이 목표라고 설명. - 사모펀드 시장 약 17조 달러, 연간 수수료 약 3,000억 달러 이상 규모 언급하며 투명성·경쟁 촉진을 위한 규칙 재추진 예고. 가상자산(크립토 토큰)의 증권성 논란 - 공모로 자금을 모으고 투자자가 수익을 기대하면 증권법 적용 대상이라는 하위테스트(Howey 기준) 논리 제시. - 수천 개 토큰 프로젝트 대부분이 증권으로 등록해야 한다는 입장. - 이더리움의 증권성 여부 질문에는 개별 프로젝트 언급 회피, 리플 소송 관련 발언 자제. 신기술 및 투자자 보호 - SPAC, 로보어드바이저 등 신규 거래 방식도 기본 공시·사기 방지 원칙 적용 대상이라고 강조. - 규제 확대 지적에는 SEC가 1930년대부터 같은 틀을 적용해 왔다고 반박. 의회 내부자 거래 - 2012년 STOCK Act로 의원의 비공개 정보 이용 금지가 이미 규율되어 있으며 엄격 집행 예고. - 개별 종목 보유 허용 여부에 대한 추가 규제 방향은 명확히 밝히지 않음. 중국 기업 상장 리스크 - 중국 관련 기업 약 250~270개가 미국 자본시장에 상장. - 중국 당국이 19년간 회계감사법인 검사를 허용하지 않은 점(PCAOB 검사 문제)을 지적. - 실제 투자 대상이 케이맨제도 법인이고 중국 운영사와는 계약 관계에 그치는 VIE 구조의 공시 강화 추진, 2022년 제정 법에 따른 3년 준수 기한 언급. 출연자 전망 - 겐슬러 위원장은 투자 방향에 대한 예측(가격 전망)은 제시하지 않음.
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well andrew and becky good to be with you um i i think about updating our markets for these 2020s it's 2022 technology is rapidly changing so i think of of in light of that in light of the rapid changes technology how do we ensure that our markets continue to be the most efficient in the market that means the lowest cost and that's the lowest cost for companies and individuals raising money in the market and it means lower cost and thus better returns for investors and and having efficient markets in the middle for companies on the one hand and people on the other side in rapidly changing technology that's what we're trying to accomplish there's there's lots of pieces to that uh let me start this morning with this uh there's a story in the wall street journal today saying that the sec pushing for more transparency from private companies that has become a increasing feature if you will of the market or market place and i'm curious if you could comment on that and what it means are are you going to make it harder to become a quote unquote accredited investor are you going to make more disclosures required of private companies this becomes quite complicated because especially in this meme era one of the things we're hearing uh from folks is that they want more access to private companies well i'm glad you asked that look we've long had uh both public companies and private companies and we have said if you want to tap into the broad public there's a basic bargain share information disclose information that's important to that investor and don't defraud them a disclosure and an anti-fraud don't lie basically that that's that's our basic bargain in the capital markets um we are going to take up again a project around driving greater competition and efficiency in the private fund space these are the funds that raise money the total number is about 17 trillion dollars raise money from pension funds and also from wealthy individuals but those pension funds are our money it's individuals money and pension funds raise money and then invest in the capital markets and there's about 300 plus billion dollars years in fees in these funds and we're going to see if we can propose some rules to drive more transparency and competition in that important part of our uh investing capital markets how do you feel about the increase in crowdfunding that's happening online increasingly with various crypto currencies and coins i'm thinking of the constitution doa project that happened earlier this year uh to raise money to effectively bid on the constitution that group ultimately lost and those uh investors in it uh ultimately lost at least some money well uh andrew you don't understand why i won't maybe comment on any one project but you raise uh uh an interesting point crypto tokens i will call them are raising money from the public and are they sharing with the public the same sets of disclosures that helps the public decide and are they complying with our uh sort of truth in advertising call it call it the securities act anti-fraud provisions and so uh there's thousands of these projects you named one but there are thousands of projects basically trying to raise money from the public so that they can back an entrepreneurial idea well that part's that part's all right that in fact is caught innovation but it's about bringing it into the securities laws and unfortunately way too many of these are trying to say well we're not a security we're just something else and uh i think that the facts and circumstances suggest their investment contracts their securities and they should register we had a lot of viewers sending questions and one which relates to this issue is can you explain your view of whether ethereum is a security or not i think you've actually suggested it isn't but then why you believe that ripple is a security i know there's an ongoing lawsuit related to ripple but could you speak to the ethereum issue uh andrew uh just to have a little fun with you refer back to my earlier question i'm not going to speak to anyone matter and so your listeners understand it i'm the chair of a five-member commission that's also a civil law enforcement agency and so we don't get involved in in these types of public forums talking about any one uh project one uh possible circumstance and give legal advice over the uh the airways that way but again let me talk about more generically the overall market if you're raising money from the public and the public is an anticipation of profit based upon that promoter sponsor that group's efforts that's within the securities laws and it's within the securities laws because congress painted with a broad brush they wanted to protect you the investing public so that you have proper information or what's called full and fair information and protect you against fraud and scammers and the like it's a simple basic idea you get to decide whether you want to invest in this security or that security and if they call themselves a token there's still probably possibly a security you get to decide but there needs to be some basic disclosures and protection against lies and frauds uh chair ginsler this sounds like a pretty important distinction and maybe a new way of thinking of these markets this is kind of a new broad framework that would open the way for the sec to maybe have a lot more say over a lot of arenas and start thinking about all the different ways investors i mean i'm just going back a year to where we were a year ago at this point it was specs that were the huge rage that everybody was kind of interested in and the new way of taking a company public through these acquisition vehicles and what you're talking about is making sure that you are looking at broad protections because there are so many retail investors that are maybe investing in a different way than they had in the past is that kind of what we're listening to here this sounds like a fairly important statement it is important part of it's new and part of it's old it's it's like that old saying about uh when one gets married so the new part is the new technology whether it's crypto tokens whether it's special purpose acquisition companies or spax these are something new there are new ways to trade on the markets through brokerage apps and robo advisors and like that's what's new but what's what's kind of old and really important is this basic idea that if you raise money from the public and the public's thinking about a profit you've got to give them basic disclosures and everything and that goes back to the 1930s it goes back to when the supreme court defined this test in 1946 that that's the important public policy thing that we should not be neutral to and then we the technologies come along and they promote innovation whether it's crypto whether it's a new form of doing initial public offerings through these specs that's that's exciting our role at the sec is to ensure that you the public still gets the basic protections if i'm the industry though i hear that as you guys are laying the groundwork for getting involved in a lot of areas that you maybe hadn't been necessarily closely involved in the past this is the justification for why you are going to be overseeing all of these different arenas is that unfair exactly i beg to just differ with that description yeah the sec has been involved in these arena since the 1930s it's been updated our laws have been updated often and staying within that framework those public policy frameworks of the public gets to decide but we try to have basic disclosures and protect the public new technologies come along and sometimes industry is trying to find what they might think ways around these basic protections they might be finding ways to quote arbitrage this system hey gary i'm gonna go rapid fire with you on on a handful of other issues uh before we close out this segment uh there's been a number of massive uh insider trades this is not insider trading per se but ceos who've been selling you've been trying to update the 10b15 program in terms of how they're able to do that i wanted to ask you actually not about them so much as about congress nancy pelosi was recently asked whether members of congress should be able to buy and sell individual stocks she made the case that they should and i don't know if we've ever asked you directly do you believe that congress members should given the information that they often are in possession of and have you thought about any form of additional regulation from the sec well it's interesting andrew there's a law that congress passed uh not that many years ago called the stocks act and it was addressed this issue is addressed this issue about the use of material non-public information and sometimes that non-public information's inside a company but that non-public information can also be inside of the deliberations and discussions uh uh in in the legislative branch and so so congress did address that and we're the agency uh uh that has some oversight there and we're going to vigorously enforce that law which is uh i'm sorry it's maybe 10 years old but you you have no concerns about the credibility of congress the credibility of corporations that oftentimes are talking to members of congress when it comes to these issues i think i think that our whole system of finance comes down to one basic word it's called trust and it comes back to becky's earlier question and your current question how do we get the best trust so companies can raise money efficiently and investors can quote trust the market and protecting against insider trading whether it's at a company or whether it's a government official both are important to the basic trust talking about trust a lot of questions among american investors about whether they should be investing in chinese companies at a time where we're seeing uh massive shifts in the way the chinese government is regulating their own companies what's your what's your thought about that and and how the american public should think about it so we've got about 250 270 companies that are related to china in the u.s capital markets and we've got a couple of challenges right now one is that the chinese officials for about 19 years have yet to sort of let the auditors of these companies the accountants uh be inspected and we have a law that was passed in 2002.
senator paul sorbanes and mike oxley a bipartisan bill it says the auditors the accountants have to be open to inspection 50 countries have allowed that uh china has not uh and so that's one challenge another challenge is that uh as you said some things are really changing rapidly in china in terms of some of their big tech and other companies and uh so what disclosures are the public getting what disclosures they're getting particularly since they're usually not buying again listen just just listen to this for a moment you're usually not buying the company in china you're buying a company in the cayman islands that doesn't even own the company in china the company in the cayman islands often just has a contract to operate that company in china so we at the secret have a couple of projects one is to enhance the disclosure around these so-called variable interest entities the cayman island companies and two to implement a law congress passed just a year ago that gave a uh a clock a three-year to say come into compliance with these inspect the auditor regimes chairman gansler um
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