Columbia Law School
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Today [February 9], the Commission is considering rules and amendments under the Investment Advisers Act to improve the efficiency, competition, and transparency of the activities of private funds’ advisers. I support this proposal because, if adopted, it would help investors
February 2022
SEC Commissioner Peirce Speaks on Private Fund Advisers Proposal
Today’s [February 9] proposal represents a sea change. It embodies a belief that many sophisticated institutions and high net worth individuals are not competent or assertive enough to obtain and analyze the information they need to make good investment decisions
SEC Commissioner Crenshaw Speaks on Private Fund Advisers Proposal
Investment advisers are their clients’ fiduciaries. This means that investment advisers are legally obligated to serve their client’s best interest.[1] This standard of conduct is not an aspirational goal. It must be meaningful and offer the real protections investors
Wachtell Lipton Discusses What Mattered and What to Expect in White-Collar and Regulatory Enforcement
The Biden administration has just completed its first full year in office, and the talk has been tough. New leadership at DOJ, the SEC, the FTC, the CFTC, and other regulatory and law enforcement agencies have issued statements and policy …
What ESG-Related Disclosures Should the SEC Mandate?
The Financial Economist Roundtable (“FER”) met in July 2021 to discuss current efforts to measure and require disclosure of firms’ ESG activities.[1] The views of individual FER members about specific issues often differ, but the consensus was that financial …
Simpson Thacher Discusses Revised Hart-Scott-Rodino Thresholds
The Federal Trade Commission (“FTC”) has announced revised monetary thresholds for the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR Act”). The revised thresholds were published in the Federal Register on January 24, 2022 and will be effective on February 23, …
Why the Campaign Against Corporate Personhood Is Misguided
Considerable controversy has surrounded the Supreme Court’s sharply divided decisions in Citizens United and Hobby Lobby. Critics argue that giving business corporations unwarranted constitutional protections entrenches corporate power at the expense of democracy by putting legal fictions on the …
SEC Chair Gensler Speaks to FSOC on Money Market Funds, Open-End Bond Funds, and Hedge Funds
Thank you, Secretary Yellen, for focusing the Council’s attention on financial resiliency with regard to three key parts of our capital markets — particularly money market funds, open-end bond funds, and hedge funds.
The fund industry gives retail and institutional
The Second Circuit Was Wrong in Reversing Ex-Deutsche Bank Traders’ Libor Convictions
On January 27, in United States v. Connolly, the U.S. Court of Appeals for the Second Circuit misstated and misapplied the law of fraud in reversing the criminal convictions of former Deutsche Bank traders Matthew Connolly and Gavin Black. …
Davis Polk Discusses Developments in Regulation Related to Private Equity
Rules and regulations
SEC proposes amendments to bolster private fund reporting
On January 26, 2022, the Securities and Exchange Commission (SEC) voted to propose certain amendments to Form PF designed to facilitate the SEC’s oversight of private fund advisers and …
Do Firms Redact Information from Material Contracts to Conceal Bad News?
The Securities and Exchange Commission (SEC) regulates and monitors companies to increase transparency and protect investors. The securities laws consider the companies’ interests and allow them to make requests to redact certain information in SEC filings and not publicly disclose …
Skadden Discusses How New SEC Standards May Prompt Rise in Climate-Related Securities Suits
In 2010, the Securities and Exchange Commission (SEC) provided public companies with interpretive guidance on existing SEC disclosure requirements as they applied to climate change developments. The guidance did not alter disclosure requirements but suggested that, under the existing framework, …
What Role Do Boards Play in Companies with Visionary CEOs?
CEOs, in particular founder-CEOs, are often visionaries with strong beliefs about the right strategic direction for their firms. For example, Apple CEO and founder Steve Jobs was known to be obsessed with product quality and design. The strategy to produce …
Sullivan & Cromwell Discusses Delaware Chancery’s First Fiduciary-Duty Opinion on SPACs
On January 3, 2021, in In re MultiPlan Corp. Stockholders Litigation,[1] the Delaware Court of Chancery denied a motion to dismiss a complaint brought by SPAC stockholders against the SPAC, its sponsor and its directors. Plaintiffs alleged that …
The Virtues of Keeping the Ownership of Business Enterprises Anonymous
In October of 2021, news media across the world reported on what was said to be the largest leak ever of offshore data, exposing the rampant use of anonymous shell companies by the rich and the powerful. Branded the Pandora …
Davis Polk Discusses Second Circuit Reversal of LIBOR-Based Fraud Convictions
On January 27, 2022, the Second Circuit reversed the wire fraud convictions of two traders for their purported roles in the London Interbank Offered Rates (LIBOR) manipulation scandal, which previously resulted in a number of resolutions by banks. In United …
How to Effectively Regulate Related-Party Transactions
Related party transactions (RPTs) are a common corporate governance concern that cuts across many jurisdictions but remains hard to regulate. Allowing value-increasing RPTs while preventing the value-decreasing ones in a cost-effective way is a challenging task for regulators. Jurisdictions do …
Sullivan & Cromwell Discusses FTC, DOJ Review of Merger Guidelines
On January 18, 2022, Lena Kahn, Chair of the Federal Trade Commission (“FTC”) and Jonathan Kanter, Assistant Attorney General for the Antitrust Division of the U.S. Department of Justice (“DOJ”), held a joint press conference announcing the launch of a …