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Today [April 6], the Commission is considering a proposal to create a framework for the registration of security-based swap execution facilities (security-based SEFs). I am pleased to support this proposal because, if adopted, it would increase the transparency and integrity
Securities Regulation
SEC Says “Control Deficiency” Gave Enforcement Staff Access to Privileged Documents
The Commission has identified a control deficiency related to the separation of its enforcement and adjudicatory functions within its system for administrative adjudications. When this deficiency was identified, the Chair immediately notified the other Commissioners and directed the staff to
Climate Change, Corporate Valuation, and the Proposed SEC Disclosure Regulations
On March 21, 2022, the Securities and Exchange Commission (SEC) released its statement on proposed mandatory climate risk disclosure. In the statement, Chairman Gensler said, “Today, investors representing literally tens of trillions of dollars support climate-related disclosures because they recognize …
SEC Chair Gensler Speaks on Crypto Markets
Thank you. It’s great to be with you all at this event, particularly as the University of Pennsylvania is my alma mater. I was over at Wharton, and what I knew of the law school is that the library stacks
Should All Trading While in Possession of Inside Information Be Illegal?
In a new article, I answer in the affirmative the question posed in the title of this post. In the United States, we should replace our current regime of muddled and confused insider trading law with a sweeping prohibition …
SEC Chair Gensler on SPACs, Shell Companies, and Projections Proposal
Today [March 30], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations
SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal
Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.”[1] If we adopt the
SEC Investment Management Chief Speaks on Doing Investment Companies Well
Good morning. Thank you, Eric, for your kind introduction. I appreciate the ICI’s invitation and I hope – if you decide ever to renew it – that I’ll be able to join you all in person someday.
Please allow me,
Unpacking the SEC’s Climate-Related Disclosures: A Quick Tour of the Issues
[Editor’s Note: We present this and the following two pieces as a symposium on the U.S. Securities and Exchange Commission’s proposed climate-disclosure rules released on March 21, 2022.]
After a considerable delay, the SEC finally told us last week in …
Is Now the Right Time to Mandate Costly Climate Disclosure?
In August 2021, the United Nations Intergovernmental Panel on Climate Change (“IPCC”) found that “unless there are immediate, rapid and large-scale reductions in greenhouse gas emissions, limiting warming to close to [the Paris Agreement’s goal of] 1.5°C or even 2°C …
Will It Float?: The Legitimacy of the SEC’s Authority for Climate Risk Disclosures
On March 21, 2022, the SEC formally launched one of the most significant initiatives ever taken in its nearly 90-year history: proposals for disclosure of climate-related risks. (SEC, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Sec. Act. Rel. …
“Shadow Trading” Becomes Insider Trading
On January 14, 2022, the U.S. District Court in San Francisco denied a motion to dismiss charges filed by the Securities and Exchange Commission under an expansive new theory of insider trading liability. In a matter of first impression, the …
To Remove or Not To Remove: Is that the Question in 1933 Act Securities Cases?
When the removal provisions of the Securities Act of 1933 (1933 Act) and the Class Action Fairness Act of 2005 (CAFA) conflict, the 1933 Act should prevail. The conflict arises in cases involving initial offerings of noncovered securities when plaintiffs …
Sullivan & Cromwell Discusses SEC’s Proposed New Cybersecurity Risk-Management Rules for Investment Advisers and Firms
On February 9, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 (Commissioner Peirce dissenting[1]) to propose cybersecurity risk management rules and amendments for registered investment advisers, registered investment companies and business development companies (the …
The SEC’s September Enforcement Spike
The Securities and Exchange Commission (SEC) periodically reports on its performance to the public and Congress, emphasizing metrics such as the number of enforcement actions (“cases”) filed (see, e.g., SEC, 2018, 2020). Former co-directors of the Division of Enforcement acknowledge …
SEC Chair Gensler on Proposed Mandatory Climate Risk Disclosures
Today [March 21], the Commission is considering a proposal to mandate climate-risk disclosures by public companies. I am pleased to support today’s proposal because, if adopted, it would provide investors with consistent, comparable, and decision-useful information for making their investment
SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures
Thank you, Chair Gensler. Many people have awaited this day with eager anticipation. I am not one of them. Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures.
The SEC’s Proposed Cyber 8-K Disclosure
Cleary Gottlieb Discusses SEC’s Proposed Changes to Beneficial Ownership Reporting
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G.[1] The principal changes would:
- accelerate
Time for a Broad Prophylactic against Congressional Insider Trading
In 2011, Peter Schweizer published a book, Throw Them All Out, exposing some questionable means by which politicians manage to increase their personal wealth 50 percent faster than the average American does.
Schweizer suggested that trading on material nonpublic …