Did you notice that the SEC hasn’t held an open Commission meeting so far this year? Me neither. Which should lead us both to conclude that it doesn’t matter. Because it doesn’t.
In fact, the SEC has only held four open Commission meetings in 2025. That is the fewest in memory for me. On average, the SEC held about 22 open meetings before Covid – and after Covid, the average dipped into the high teens before dropping down to 10 in 2024.
Let’s run down the list of interesting questions related to open Commission meetings:
- Is the SEC Required to Hold Open Commission Meetings? No, the SEC can take action through the seriatim process – a process that happens at the SEC around 600x per year. These basically are written consents in lieu of a meeting. In literal terms, they are pieces of paper circulated for signature to all the Commissioners.
Under the Sunshine Act, the Commissioners can’t get in a room and sign together – unless they do so silently – that’s why the orders are circulated in series (“seriatim” is a Latin adverb, meaning serially or in series). As long as the Commissioners aren’t getting together to act, the Sunshine Act doesn’t apply and the SEC isn’t required to hold an open Commission meeting. Open Commission meetings are held at the SEC Chair’s discretion. - Doesn’t the “Government in the Sunshine Act” Require Open Commission Meetings? Yes, if the actions of the Commissioners trigger it – but the Commissioners can also take actions to ensure their rulemakings fall within an exception of the Sunshine Act, which relieves the necessity of an open meeting.
Enacted in the Watergate era, the Sunshine Act was designed to promote accountability and transparency in government decision-making. When a quorum of Commissioners gathers to make decisions, the Sunshine Act requires a formal process, either through an open meeting or a closed meeting under an exception.
So the key is using the seriatim process to ensure there isn’t a quorum. Since there are only three Commissioners right now – just a gathering of two of them is problematic and would trigger the need for an open Commission meeting under the Sunshine Act. As you can see, the Sunshine Act restricts informal gatherings of Commissioners. They can’t casually meet (e.g., over lunch) to deliberate on decisions if a quorum is present.
This reduces flexibility and efficiency in how Commissioners collaborate and reach agreement – and it could make it harder to build consensus, since Commissioners have limited opportunities for private, informal discussion. - Does Fewer Open Commission Meetings Hinder the Ability of SEC to Conduct Rulemaking? Not at all. In fact, we have been in a period of frequent rulemaking and there is much more to come in the near term from the SEC. So you can see that using the seriatim process doesn’t impact the flow of rulemaking.
- Does Fewer Open Commission Meetings Impact Anything? Not really. If you’ve attended an open Commission meeting, they are fairly scripted with the SEC staffers who have worked on the rulemaking first explaining what they wrote in the related proposing or adopting release – and then the Commissioners adding their own statements if they wish.
The Commissioners might also lob a few questions to the staff, chiefly to press their own points. But all the real work was done well before the open meeting, behind closed doors. There are no questions allowed from reporters or other attendees of the meeting. I can’t think of any real surprises during any open meeting I’ve attended.
Perhaps the only loss caused by a lack of open meetings is that the SEC staffers who worked on the rulemaking don’t get to have their day in the sun appearing before the Commissioners at a public meeting – that can be pretty cool the first time you do that. When I served in Corp Fin’s Office of Chief Counsel – back when there wasn’t an Office of Rulemaking and OCC ran the rulemaking process instead – I made a presentation on a Y2K rulemaking and I can distinctly remember then-SEC Chair Arthur Levitt leaning over his podium to look at me and probably wonder, “Who let this bald dude open his mouth…”
Authored by
Broc Romanek