How to Translate Climate Disclosure into Investor Action

By Felix Mormann and Milica Mormann March 31, 2022 by renholding

Massive investment is required if mankind is to meet, and master, the challenges presented by global climate change. A recent report by McKinsey & Company posits that capital spending on energy and land-use infrastructure alone will need to exceed $9 …

SEC Chair Gensler on SPACs, Shell Companies, and Projections Proposal

By Gary Gensler March 31, 2022 by renholding

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

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SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal

By Hester M. Peirce March 31, 2022 by renholding

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

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Exequity Discusses Board Committee Oversight of ESG

By Ben Burney and Emily Brown March 30, 2022 by renholding

Over the past two years, Environmental, Social, and Governance (ESG) matters have become an increasingly important issue in the boardroom. This trend is accelerating today as a growing number of investors and stakeholders expect companies to both produce strong stock …

SEC Investment Management Chief Speaks on Doing Investment Companies Well

By William A. Birdthistle March 30, 2022 by renholding

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,

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Unpacking the SEC’s Climate-Related Disclosures: A Quick Tour of the Issues

By John C. Coffee, Jr. March 29, 2022 by renholding

[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?

By Charles K. Whitehead March 29, 2022 by renholding

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

By James D. Cox March 29, 2022 by renholding

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. …

New Department of Labor Investment Rules Could Be Big Win for Everyone but Labor

By David H. Webber March 28, 2022 by renholding

Few constituencies benefited more from the election of Joe Biden than the socially-responsible investor community, which saw the most-hostile presidential administration replaced by the most supportive.[1] The point is best illustrated by the departure of Labor Secretary Eugene Scalia, …

“Shadow Trading” Becomes Insider Trading

By Stephen J. Crimmins March 28, 2022 by renholding

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?

By Tanya Pierce March 25, 2022 by renholding

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 …

SEC Chair Gensler Speaks on Removal of Credit-Ratings References from Reg M

By Gary Gensler March 25, 2022 by renholding

Today [March 24], the Commission voted to propose removing references of credit ratings from Rules 101 and 102 of Regulation M (Reg M). I was pleased to support today’s proposal because, if adopted, it would fulfill a mandate issued by

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Does Media Exposure Affect Financial Reporting Quality Through Auditors?

By Steven Cahan, Chen Chen and Rencheng Wang March 24, 2022 by renholding

The media play an important role in capital markets. Media coverage can attract the attention of investors and the public at large and affect the decisions of management. As such, the media can have a corporate governance role in disciplining …

Sullivan & Cromwell Discusses SEC’s Proposed New Cybersecurity Risk-Management Rules for Investment Advisers and Firms

By Whitney Chatterjee, Donald Crawshaw, Eric Diamond, William Farrar and Anthony Lewis March 24, 2022 by renholding

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

By Dain C. Donelson, Matthew Kubic and Sara Toynbee March 23, 2022 by renholding

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 …

Debevoise Discusses New Cyber Incident Reporting for Critical Infrastructure

By Luke Dembosky, Avi Gesser, HJ Brehmer and Stephanie Thomas March 23, 2022 by renholding

On March 15, 2022, President Biden signed the Cyber Incident Reporting for Critical Infrastructure Act of 2022 (the “Act”) into law, requiring critical infrastructure entities to report covered cybersecurity incidents to the Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 …

Corporate Criminal Enforcement as a Defense to Companies’ Political Influence

By Jennifer Arlen March 22, 2022 by renholding

Countries around the world are reforming their laws governing corporate criminal liability. Jurisdictions and scholars arguing against broad corporate liability, often rely on the claim that corporate civil liability should be as effective because it can impose equally large sanctions …

SEC Chair Gensler on Proposed Mandatory Climate Risk Disclosures

By Gary Gensler March 22, 2022 by renholding

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

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SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures

By Hester M. Peirce March 22, 2022 by renholding

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.

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Max Oversight Duties: How Boeing Signifies a Shift in Corporate Law

By Roy Shapira March 21, 2022 by renholding

In September 2021, the Boeing 737 Max debacle turned into an important moment in corporate law. A Delaware court allowed a derivative lawsuit brought by Boeing shareholders to proceed, based on the theory that Boeing’s directors breached their oversight duties …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

March 2022