John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman

Shadow SEC Statement No. 11: The SEC Offering Reform Proposals

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On May 19, the SEC issued a release (the “Release”) proposing major changes in the regulation of securities public offerings,[1] one of four major disclosure-related rule proposals that it issued that month.[2]  Some of the Release’s proposed offering …

Shadow SEC Statement No. 10: The SEC’s Proposed Climate “Do-Over”—Prejudged, Internally Inconsistent, and Partisan

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More than two years after the SEC adopted final climate disclosure rules, the SEC has now proposed not to modify, improve, or trim them, but to rescind them entirely.  This proposed action is at odds with the fact that more …

Shadow SEC Statement No. 9: Shock and Awe—The Commission’s 1934 Act Blunderbuss Revisions

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The Securities and Exchange Commission’s sweeping assault on the 1934 Act’s continuous disclosure system is misguided and likely to do more harm than good.

The tens of proposed changes in the requirements appear to be based on the belief that …

Shadow SEC Statement No. 8: Comment on SEC Proposal to Allow Companies to File Semiannual Reports on New Form 10-S in Lieu of Quarterly Form 10-Q Filings

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In a statement published last September, here, we argued that the SEC should maintain its current system of mandatory quarterly reporting and not adopt President Trump’s recommendation that the United States shift to a system based on six-month filings.  …

Shadow SEC: The PCAOB Should Be Carefully Reviewed, Not Hastily Abolished

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We write in opposition to the hasty and opaque efforts underway to abolish the Public Company Accounting Oversight Board (PCAOB), the nonprofit organization that oversees audits of public companies and SEC-registered brokers and dealers in the United States, currently overseen …

Shadow SEC: FCPA Books and Records Requirements Must Be Vigorously Enforced

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President Trump signed on February 10 an executive order (the “Executive Order”)[1] directing the U.S. Attorney General over the next 180 days to (i) review the guidelines and policies governing investigations and enforcement actions under the Foreign Corrupt Practices …

Shadow SEC Statement No. 2 (March 13, 2025): THE CRISIS DEEPENS AS SEC STAFF AND BUDGET CUTS ARE DIRECTED

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With growing concern, we fear that we are watching the SEC face a death by 1,000 cuts. No, we do not mean that the SEC is likely to be abolished by either executive or legislative action (although the Department of …