Securities Regulation
Insider Trading, Delaware Courts and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference
Insider trading law may be headed for even more disruption, as federal and state watchdogs press broad theories that include hacking and so-called Insider Trading 2.0, the early release of information for a fee, a panel of legal experts said …
Paul Weiss Discusses Delaware Court of Chancery Decision on Equity Incentive Plan Ratification
In a recent decision in In re Investor Bancorp, Inc. Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption of an equity incentive plan also ratified subsequent equity awards to individual directors …
Skadden Discusses Antitrust Enforcement in the Trump Administration
Although the Trump administration has announced only one of its selections for top positions at the Antitrust Division of the U.S. Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), the election of President Donald J. Trump sets the …
Columbia Launches New Special Study of Securities Markets
Over the last three decades, U.S. and global securities markets have undergone tremendous change, driven by globalization, advances in information technology, and regulatory choices at the federal and international levels. The days of adventuresome floor trading and concerns of safeguarding …
The SEC as Financial Stability Regulator
The Financial Stability Oversight Council is the only regulatory body in the United States with an express mandate to “identify risks to the financial stability of the United States” and to “respond to emerging threats to the stability of the …
Proskauer Rose Discusses the SEC’s Extraterritorial Reach
A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred in the United States.
The March 28, 2017 ruling …
Killing Class Actions Means Everybody Loses
It’s back. Congress is trying to kill class actions again. Last year, Representative Robert Goodlatte introduced a one-paragraph dagger, H.R. 1927, requiring that all class members’ damages be of “the same type and scope.” To many, this language meant that …
Paul Weiss Discusses Securities Fraud Liability Based Solely on Omissions
On March 27, 2017, the Supreme Court granted certiorari in a potentially significant securities case addressing the scope of claims under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, based solely on alleged omissions of …
Latham & Watkins on Defining Foreign Private Issuers: Wizard or Muggle?
The world of Harry Potter is divided into wizards and muggles, those who can work magic, and those who (sadly) cannot. In the world of US federal securities laws, the division between domestic US companies and foreign private issuers, or …
Will the Supreme Court Expand Silence as a Basis for Securities Fraud?
The Supreme Court has long held that “[s]ilence, absent a duty to disclose, is not misleading under Rule 10b-5.”[1] And such a duty to disclose only arises where necessary to make a statement already made not misleading, thus allowing …
Gibson Dunn on SEC Enforcement by the Numbers and the End of an Era
Each year, hot on the heels of the federal government’s September 30 fiscal year end, the Securities and Exchange Commission proclaims that it has once again filed a record (or near-record) number of enforcement actions. But the main event for …
SEC Acting Chair Piwowar Discusses Columbia’s Special Study of Securities Markets
Thank you, Larry [Glosten], for that kind introduction.[1] I also want to thank you, Merritt Fox, and Edward Greene — the directors of Columbia University’s Program in the Law and Economics of Capital Markets — for all that you …
How a “Comply or Explain” Rule Would Improve Nonfinancial Disclosure
In 2016, the Securities and Exchange Commission (SEC) issued a Concept Release on Regulation S-K as part of its comprehensive review of the effectiveness of federal disclosure rules. The release included for the first time a request for comment on …
Acting Chair Piwowar Talks Disclosure Before SEC Investor Advisory Committee
Good morning, and welcome to the first Investor Advisory Committee (IAC) meeting of 2017.
I see several familiar faces here today. On behalf of all of us here at the Commission, I would like to extend our thanks to the
Skadden Discusses Section 16 Settlements
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or sale (or sale and purchase) of the …
Paul Weiss Describes Recent SEC Disclosure Developments
On March 1, 2017, the Securities and Exchange Commission (“SEC”) issued a notice and request for comment, together with proposed and final rules intended to update certain disclosure requirements:
- Hyperlinks to Exhibits in SEC Filings. The SEC adopted
Making a Market for Corporate Disclosure
Mandatory disclosure sits at the foundation of modern securities regulation. Public companies must produce and share a wide variety of information about their condition and prospects, and they must do so on their own dime.
There can be little doubt …
Regulation Crowdfunding: A Viable Capital-Raising Method for Tech Companies?
Crowdfunding is an exciting development that uses the power of the internet to allow entrepreneurs and startups to efficiently raise financing from a large number of people who each contribute a small amount of money. It breaks with the past …
Skadden Discusses How Trump’s Focus on Deregulation Could Shape SEC Priorities in 2017
In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American businesses, and restore oversight of the …