Remarks of the Honorable John D. Dingell
Executive Enterprises Institute
June 6, 1996
Let me say for the record that it is not true that I have spoken to every one of those 44 meetings, though I have been your honored guest at quite a few. I've always found them useful, not so much for what I have to say as for what I learn from you.
When I met with you in the past, it was my customary practice to provide a legislative update. That's not very easy in this most peculiar 104th Congress, because the 104th Congress simply doesn't legislate.
In days past, journalists would report that the Commerce Committee wrote between 40 and 75 percent of the legislation considered on the House floor.
This Congress, all of five bills signed by the President passed through the Committee:
1. Unfunded Mandates: This was part of the Contract on America. The rest of the Contract can be found somewhere in a desk off the Senate floor.
2. Telecommunications: This was the lone, truly bipartisan bill we have worked on this Congress.
3. Securities Litigation Reform: This was enacted over the President's veto.
4. A securities bill on the treatment of philanthropic organizations; it was thoroughly noncontroversial.
5. Edible oils: This bill made the remarkable and controversial point that tankers carrying petroleum represented a different degree of threat to the environment than tankers carrying peanut or olive oil.
Let me give you one sad but illustrative fact: three weeks ago, the Committee spent six hours in a hearing on the relocation of sports franchises. That's more time than we spent in hearings on the Medicare and Medicaid proposals in the Republican budget.
Lately I have seen my Republican friends scurrying around frantically looking for legislation -- any legislation -- to pass. Before this Congress is over, a commemorative stamp resolution will be hailed as a major legislative achievement.
This does not, however, please me. We have some important issues before us. For instance, Superfund. It costs too much and gets too little cleanup. The Majority is having enormous difficulty developing a proposal that pays for itself. Or utility deregulation: This is enormously complex. Most Members aren't familiar with it, and aren't going to become knowledgeable in the space of two months.
Even if we could work on these issues full-time, we might not finish. But we're also going to have to contend with the budget and appropriations bills.
Against this backdrop, there are a few issues of interest to you that are percolating.
Only one of these is legislative, and that is the bill Jack Fields has been working on. To Jack's credit, this has become a much more bipartisan bill. When I left my office last evening, it was close to the point where I might support it, though I'm reserving judgment until I see the final legislative and report language. The bill in its current form makes some rather modest but acceptable changes to streamline and coordinate capital markets regulation.
The current bill -- again, to Jack's great credit -- scarcely resembles the bill as originally introduced. That bill was apparently the product of an attorney angry at the world. It would have repealed the Williams Act, making Saturday Night Special takeovers legal once again: go to bed Friday, then wake up Monday to find your company's been bought out from under you. A great many of the provisions of the original bill were promptly and properly abandoned.
Assuming that the Fields bill is refined, it will in all probability be the final piece of securities legislation acted on by the 104th Congress. Three other issues are worth our attention, and I will be watching all of them closely.
One is the matter of the Cincinnati Stock Exchange, which, as you know, is actually located in Chicago. I wrote the SEC about some irregularities associated with the initial public offering of Lucent Technologies, and its trading on the Cincinnati Exchange -- which, as you know, is actually located in Chicago.
Roughly six weeks after I wrote to the SEC about the Lucent Technologies IPO, a diligent trade press reporter unearthed information indicating that the Cincinnati Exchange -- located, as you know, in Chicago -- had stopped trading in Lucent stock and all other IPOs subsequently brought to market. Neither the Cincinnati Exchange -- located in Chicago -- or the SEC ever bothered to disclose this information to the public.
This would seem to me a relevant fact to disclose to investors or companies considering doing business with the Cincinnati Exchange -- wherever it's located. The SEC this week finally responded to my letter, saying essentially, "Dingell, you've identified all the right issues." I'd like to know what they propose to do about them.
I've also followed with interest the developments with regard to rating agencies. Four years ago, I urged the SEC to address the need for certain minimum federal standards for rating agencies. Recent investigations into and questions about Moody's have only heightened those concerns. As capital markets here and abroad have grown exponentially, the importance and value of honest, accurate rating agencies has grown commensurately. This matter is apparently the subject of Justice Department inquiries. Until they have completed their work, and brought additional facts to light, it would be premature to commit to any specific course of action. For the moment, let me simply observe that this is a subject crucial to continued public confidence in our markets.
Let me mention one final issue. Beginning in 1985, the Oversight Subcommittee that I chaired held more than 30 hearings on the adequacy of accounting, auditing and financial reporting under our federal securities laws. As a result, both public and private groups have made a number of changes to strengthen the integrity and quality of auditing and accounting.
Recently, there have been a number of attacks on the Financial Accounting Standards Board as part of an effort to undermine its independence. As Business Week noted: "At stake is not only FASB's integrity and independence but also investor confidence that accountants and their clients aren't colluding to cook corporate books -- in short, the efficiency of capital markets." I cannot say this clearly enough: these efforts to undermine FASB are totally unacceptable.
Business Week has made an important point that goes beyond the particular issue of FASB's independence. Our capital markets are the world's most vigorous and vital precisely because of investor confidence. It doesn't matter whether the issue is rating agencies, preferential trading, or accounting standards. Any attempt to tilt the playing field, or distort the kind of disclosures required under our laws -- whether or not it is carried out under the guise of deregulation, improved efficiency, or whatever the mantra of the day should be -- runs directly contrary to the public interest, and the interests of people who depend on our capital markets to make what can be a very healthy living.
If you have any questions on what is -- or isn't -- happening in Congress, I'll
be happy to answer them.
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