Columbia Law School
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Securities Regulation
Faegre Baker Daniels Discusses Presentations in the Era of General Solicitation
Independent Directors as a Handy Political Tool
Boards of public corporations have more independent directors than ever before. Sixty percent of boards of S&P 500 companies are not only majority independent, but have a single insider on the board: the CEO. While Jamie Dimon is still CEO … Read more
A Corporate Culture Channel: How Increased Shareholder Governance Reduces Firm Value
The following comes to us from Jillian Popadak, an applied economics doctoral student in the Business Economics and Public Policy Department at Wharton, University of Pennsylvania.
Corporate governance affects firm value, capital productivity and economic growth. Given its economic importance, … Read more
Commissioner Gallagher discusses Venture Exchanges
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission at FIA Futures and Options Expo on November 6, 2013.
Thank you Walt [Lukken] for your very kind introduction. I am delighted to … Read more
Embracing the S.E.C.’s New Executive Compensation Disclosure Rule
The S.E.C recently provoked a storm of controversy when it voted to amend the executive compensation reporting requirements for public companies under the Dodd Frank Act. Many commentators, corporate leaders, and law firms immediately attacked the proposed rules and have … Read more
SEC Enforcement: Talking the Talk, But Walking the Walk?
Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rules, Part II: Permanent Registration Process
Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor?
On September 18, 2013, the Securities and Exchange Commission (“SEC”) adopted its final rule on the permanent registration of municipal advisors (the “Final Rule”). The Final Rule replaces the current temporary registration scheme for municipal advisors
SEC Commissioner Aguilar discusses the SEC’s Crowdfunding Proposal
Why Have No High Level Executives Been Prosecuted In Connection With The Financial Crisis?
The following comes to us from the Honorable Judge Jed S. Rakoff, who sits in the U.S. District Court for the Southern District of New York. Judge Rakoff is also an adjunct professor at Columbia Law School and will be … Read more
Supreme Court Considers Scope of Preclusion of State Law Securities Fraud Class Action Litigation Under the Federal Securities Litigation Uniform Standards Act
Capital Markets Tip: Ensure Your Company Isn’t Shut Out of Rule 506 Offerings under the SEC’s “Bad Actor” Disqualification Rules
The following comes to us from Christopher L. Doerksen, a partner at Dorsey & Whitney LLP in Seattle.
For years, issuers and broker-dealers have relied upon Rule 506 of Regulation D under the Securities Act of 1933, as amended (the … Read more
Why Paying Bonuses During a Financial Crisis Might Strengthen the Economy
The following comes to us from Felix Zhiyu Feng, a PhD candidate from the department of economics at Duke University
The lucrative compensation of Wall Street bankers and executives has always been an issue of media interest and public concern. … Read more
WilmerHale discusses Risk Controls for Automated Trading Environments
Addressing the Need for Speed: CFTC Seeks Comment on Risk Controls for Automated Trading Environments
On September 12, 2013, the Commodity Futures Trading Commission (“CFTC” or “Commission”) published a Concept Release on Risk Controls and System Safeguards for Automated Trading
The Erosion of Corporate Criminal Liability
Over the last two years, there has been significant media coverage of Securities and Exchange Commission settlements that contain no admissions of wrongdoing—sometimes referred to as “Neither Admit, Nor Deny” agreements—and the lack of criminal charges for the 2008 financial … Read more
Debevoise & Plimpton discusses SEC’s Guidance on Supervisory Liability for a Broker-Dealer’s Compliance and Legal Personnel
On September 30, the staff of the Securities and Exchange Commission’s (the “SEC”) Division of Trading and Markets addressed an issue of great interest to the compliance and legal community concerning the circumstances under which the compliance and legal staffs
Bold and Unrelenting Enforcement from the SEC: A Six Month Review
Mary Jo White promised Congress she would pursue a “bold and unrelenting” enforcement program as Chairman of the Securities and Exchange Commission (“SEC”). In public remarks last week, White reiterated her desire for the Enforcement Division “to be everywhere” and … Read more
The Pension System and the Rise of Shareholder Primacy
In my article, The Pension System and the Rise of Shareholder Primacy, which has recently appeared in the Seton Hall Law Review, I explore the influence of the pension system on corporate governance, particularly shareholder primacy and the relationship … Read more
Addressing Congress on the Need for Transparency in Corporate Political Spending
A committee of law professors that I co-chair with Lucian Bebchuk has petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose the use of shareholder money on politics. The petition has drawn over 500,000 supportive comments, more than any rulemaking proposal in the SEC’s history, including support from institutional investors and Members of Congress along with a sitting Commissioner. Although the SEC confirmed last year that it was considering the proposal and added disclosure of political spending to its regulatory agenda, the Commission has not yet announced whether it will require public companies to tell investors whether and how their money is being spent on politics.
This afternoon, I will join U.S. Senators Bob Menendez and Elizabeth Warren, along with John Coates of Harvard Law School, for a briefing on why the SEC should act immediately to develop rules requiring disclosure of corporate spending on politics. Today I will explain why the case for such rules is strong—and why the arguments that have apparently led the SEC to hesitate about making rules in this area provide no basis for continuing to allow public companies to spend shareholder money on politics in the dark. Read more
