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SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents

On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents.  The release also communicates the Commission’s views on the importance of maintaining comprehensive policies and procedures related to cybersecurity risks and incidents.

In today’s environment, cybersecurity is critical to the operations of companies and our markets.  Companies increasingly rely on and are exposed to digital technology as they conduct their business operations and engage with their customers, business partners, and other constituencies.  This reliance on and exposure to our

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SEC Chair Clayton Testifies About Virtual Currencies

Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1]  I am pleased that the Committee is holding this hearing to bring greater focus to the important issues that cryptocurrencies, initial coin offerings (ICOs) and related products and activities present for American investors and our markets.

I am also pleased to join my counterpart, Commodity Futures Trading Commission (CFTC) Chairman Christopher Giancarlo, for our second time testifying together before Congress. Since I joined the Commission in May, Chairman Giancarlo and I have built a strong relationship. Cryptocurrencies, ICOs … Read more

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

Thank you for that warm welcome.[1]  I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was teaching at UPenn law school, the best classes were the ones where students asked difficult, but informed, questions. With Meredith and this audience, I know that I am in for a treat.

Before we get to the question and answer session, I want to take a few moments to highlight two issues: (1) my expectations for market professionals, particularly when

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SEC Chair’s Remarks at Ceremonial Swearing In of New Commissioners Jackson and Peirce

Good Morning.

I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr.

I note that this August will be the 55th anniversary of Dr. King’s “I Have A Dream” speech here in Washington and April will be the 50th anniversary of his death at age 39.

His lasting impact on America is remarkable and even more remarkable in the context of his short life with us. It is amazing the difference one person can make.

In preparation for our event today,

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Editor's Tweet: SEC's Clayton officially swears in Rob Jackson and Hester Peirce as new commissioners, finally getting the commission fully staffed.

SEC Chair Clayton Talks Fixed Income Markets

I am delighted to welcome all of you to the inaugural meeting of the Fixed Income Market Structure Advisory Committee, or “FIMSAC” as many of us like to call it.[1]  This is a significant day for the Commission.  There are a few matters of importance to discuss, and I will try to be efficient, as I know we are all eager to kick off today’s discussion on bond market liquidity.[2]

To start, I would like to extend a warm welcome to our two new Commissioners, Robert Jackson and Hester Peirce.  With Commissioners Stein and Piwowar, we have benefited

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SEC Chair Talks Cryptocurrencies and Initial Coin Offerings

The world’s social media platforms and financial markets are abuzz about cryptocurrencies and “initial coin offerings” (ICOs).  There are tales of fortunes made and dreamed to be made.  We are hearing the familiar refrain, “this time is different.”

The cryptocurrency and ICO markets have grown rapidly.  These markets are local, national and international and include an ever-broadening range of products and participants.  They also present investors and other market participants with many questions, some new and some old (but in a new form), including, to list just a few:

  • Is the product legal?  Is it subject to regulation,

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SEC Chair Clayton Talks SEC and Market Transparency

Thank you, Keith [Higgins], for that gracious introduction.[1] Let me return the sentiment. Keith – you are a member of an esteemed group of Division Directors, some of whom are here today, who have served the Commission and, most importantly, investors very well. The PLI 49th Annual Institute on Securities Regulation demonstrates the efforts by many to ensure that there is continuous education about the securities laws, as well as ongoing, candid dialogue about the state of our securities markets. I am honored to be here.

My remarks will focus on governance and transparency. These issues are, of

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SEC Chair Clayton Speaks at Open Meeting on Reg S-K Reform

Good morning.  This is an open meeting of the United States Securities and Exchange Commission on October 11, 2017 under the Government in the Sunshine Act.

This also marks my first open meeting as Chairman.  I am delighted that today the Commission will consider and vote on a recommendation from the staff to propose amendments based on the staff’s Report on Modernization and Simplification of Regulation S-K.  This proposal is a welcome first item on the Commission’s rulemaking calendar during my tenure.  I firmly believe in our disclosure-based regulatory system for public companies and the investor-oriented approach that we have

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SEC Chair Clayton Lays Out Plans and Principles in First Public Speech

I am delighted to speak to you here at the Economic Club of New York.  The Club has established itself as an esteemed, non-partisan forum for economic discourse.  It is an ideal place to discuss policy of the U.S. Securities and Exchange Commission (“SEC” or “the Commission” or “the agency”) and its effects on the U.S. economy and the American people.  I intend to do just that in this, my first public speech as Chairman of the SEC.[1]

Nearly six months ago, my predecessor Mary Jo White gave her last public address as SEC Chair in this same forum.  … Read more

Sullivan & Cromwell Discusses Hacking and Cyber Threats to Director Communications

The growth in cybersecurity threats combined with the increasing demands placed on outside directors create challenges that often go beyond the risks that public companies face from employee and client communications.  If public companies cannot communicate quickly with directors or directors cannot easily share information and discuss options, corporate governance will suffer.  On the other hand, outside directors often have professional responsibilities to multiple organizations and, accordingly, are more likely to rely on electronic communications that are outside of any particular company’s technology resources.

Recent hacking incidents highlight the need for public companies to review their director communication practices to … Read more

Sullivan & Cromwell discusses Investigations into Potential Violation of the STOCK Act


A recent SEC court filing confirmed the existence of enforcement investigations into a potential violation of the Stop Trading on Congressional Knowledge (STOCK) Act. In a subpoena enforcement action filed against the House Ways and Means Committee and the staff director of its Health Subcommittee, the SEC revealed details of criminal and civil insider trading investigations arising from a potential leak of reimbursement rates announced by the U.S. Centers for Medicare and Medicaid Services (CMS) after the close of the stock market on April 1, 2013. News of the rates, which were more favorable than expected, lifted certain healthcare … Read more

Sullivan & Cromwell discusses Potential Expansion of Liability Theories Under the Martin Act

New York State Attorney General and BlackRock Settle Investigation into BlackRock’s Analyst Survey Program, Signaling Potential Expansion of Martin Act Liability Under “Insider Trading 2.0” Theory 


On January 8, 2014, the New York State Attorney General and BlackRock, Inc. entered into a settlement agreement by which BlackRock agreed to end its Wall Street research analyst survey program. The Attorney General alleged that BlackRock’s practice of systematically surveying and aggregating information from analysts gave BlackRock an unfair advantage in predicting future analyst opinions, in violation of the Martin Act and the New York Executive Law. Because the Attorney General did

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Editor's Tweet: Sullivan & Cromwell discusses Potential Expansion of Liability Theories Under the Martin Act