I am grateful
Securities Regulation
SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals
After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could
Chairman Clayton Speaks Before SEC Investor Advisory Committee
Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s [September 5] telephonic meeting.
Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers
SEC Commissioners Discuss Proposed Changes to Regulation S-K
We support sending out for public comment the recently proposed revisions to Regulation S-K, the central repository for non-financial statement disclosure. We’re especially grateful to our colleagues in the Division of Corporation Finance, Director Bill Hinman, Betsy Murphy, Felicia Kung,
Cleary Gottlieb Offers 2019 Mid-Year Developments in Securities and M&A Litigation
The most significant securities decision to be handed down in the first half of 2019 came from the Supreme Court in Lorenzo v. SEC, which clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). Another significant ruling …
Is Positive Sentiment in Corporate Annual Reports Informative?
Recent advances in machine learning and natural language processing (NLP) enable machines to better understand human languages. E-mail systems now routinely warn us when an email we receive may be a spam, suggest a quick response to an email, correct …
SEC Clarifies Investment Advisers’ Proxy Voting Responsibilities
SEC Chairman and Commissioners Issue Statements on Proxy Adviser Guidance
The U.S. Securities and Exchange Commission’s chairman and each of its commissioners issued a statement at yesterday’s open meeting on guidance about proxy voting and proxy voting advice. Chairman Jay Clayton’s statement is here. In support of the guidance, …
SEC Data Analysis in Insider Trading Investigations
Recent SEC enforcement actions charging senior lawyers at Apple and SeaWorld with insider trading provide reason to dust off company insider trading policies and assess whether updates or additional training are needed. As sanctuaries for corporate America’s most valuable confidential …
The Case for Mandatory Stakeholder Disclosure
There are many sources of information about corporate operations, but one of the most critical is the disclosure required by the federal securities laws. Whenever a company seeks to raise capital through the public sale of securities, the U.S. Securities …
SEC Commissioner Speaks Before Forum on Small Business Capital Formation
Thank you, Martha [Miller]. It is wonderful to be here in Omaha. Thank you to all the participants in today’s [August 14] program. Dean [Anthony] Hendrickson, thank you for welcoming us to Creighton University’s Heider College of Business. It is
Economic Consequences of Corporate Governance Disclosure
Related party transactions (RPTs) refer to a transfer of resources, services, or obligations between a reporting entity and a related party and usually offer insiders a way to expropriate wealth from other investors via self-dealing. Both the Financial Accounting Standards …
Facebook’s Libra Heightens Debate Over the Regulation of Cryptocurrencies
Cryptocurrencies like Ether, DAO, Bitcoin and Facebook’s Libra are electronically generated and stored currencies by which users can trade real or virtual objects with one another, bypassing traditional central clearinghouses. Given that these cryptocurrencies are starting to replace some national …
The Readability of Company Responses to SEC Comment Letters
The Securities and Exchange Commission published its Plain English Handbook in 1998 with a goal of promoting “clearer and more informative disclosure documents” (SEC 1998). Warren Buffet authored the preface, where he states, in part:
For more than forty years, …
SEC Commissioner Peirce Addresses the American Chamber of Commerce in Japan
It is an honor to be with you today [August 7, 2019]. I have long wanted to visit Japan. Indeed, one of the options I explored following college was coming to Japan to teach English. Instead I ended up in
Riding the Mania of Blockchain: Public Firms’ Speculative 8-K Disclosures
The price of Bitcoin, a cryptocurrency based on blockchain technology, increased dramatically from less than a penny when it was launched in 2009 to $900 in January 2017 and peaked at over $19,500 in December 2017. This rise coincided with …
SEC Commissioner Discusses Cross-Border Cooperation in Digital-Asset Regulation
Thank you, Robby [Greene], for that kind intro. I am delighted to see that Robby, once my research assistant, has clearly gone on to bigger and better things. I also am delighted to be here in Singapore, by some accounts
The Potential Rewards for Blowing the Whistle on Wall Street Just Went Up
As an incentive to blow the whistle, the Securities and Exchange Commission awards tipsters who supply credible information resulting in successful enforcement actions up to 30 percent of monetary penalties paid by securities violators. The unique features of the program …
SEC Chairman Clayton Speaks to Fixed-Income Committee
Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here. I want to extend a warm welcome to our newest Commissioner, Allison Lee — Welcome back to the Commission and to your first FIMSAC meeting. We have
Blockchain Will Not Solve the Proxy Voting Problem
The U.S. proxy voting process is widely viewed as inefficient, opaque, and frequently inaccurate. The conventional wisdom is that voting inaccuracy has arisen largely as a result of decisions made in the 1960s to transition to a system of share …
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