Today, SEC Chair Jay Clayton issued a statement intended to make clear the
importance of the distinction between SEC rules and
regulations—which are adopted in accordance with the APA,
have the effect of law and are enforceable by the SEC—and
staff guidance, such as the CDIs and various letters and speeches,
which is nonbinding and not enforceable by the SEC or others. What
was the impetus for his statement?
Clayton further underscored that the SEC must "keep this
important distinction in mind," noting that he had instructed
the Directors of Enforcement and Compliance Inspections and
Examinations to "further emphasize this distinction to their
staff." However, he also indicated that Corp Fin and other
Divisions "have been and will continue to review whether prior
staff statements and staff documents should be modified, rescinded
or supplemented in light of market or other developments. I believe
that public engagement on staff statements and staff documents
