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Securities Regulation
Weil Discusses How New SEC Staff Guidance May Ease Constraints on Shareholder Engagement for Schedule 13G Filers
On September 2, 2026, the staff of the SEC’s Division of Corporation Finance issued three new interpretations addressing when a shareholder reporting beneficial ownership on Schedule 13G may engage with an issuer or with participants in a proxy contest without …
Does Board Gender Diversity Temper Regulatory Enforcement?
In a new paper, we examine whether the gender composition of companies’ boards affects the Securities and Exchange Commission’s (SEC’s) decision to investigate those companies and, ultimately, to pursue regulatory enforcement.
We consider three related reasons why firms with more …
When Are Insider Purchases Credible Signals of Private Information?
Empirical evidence shows that investors respond to corporate insiders’ open market purchases by increasing the company’s stock price, reflecting that insiders possess private information indicating that the firm is undervalued. Consistent with that evidence, in a new paper we find …
How to Advise Token Developers in Light of Proposed SEC Regulation Crypto Assets
For a decade, a development team that wanted to distribute tokens in the U.S. or to U.S. persons had two realistic options: attempt an SEC registration that, basically, no one could complete, or make a judgment call under the 1946 …
SEC Chair on Plan to Rescind Shareholder Proposal Rule and Modernize Proxy Solicitation
Today [September 16], the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into …
SEC Chair Speaks at the Investor Advisory Committee Meeting
Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service …
Shadow SEC Statement No. 14: Reject the Clarity Act
Both Congress in the Clarity Act and the SEC in Regulation Crypto are moving to redefine the playing field for cryptocurrency. We will address each in a separate statement.
We believe the Clarity Act in the July version is deeply …
Arnold & Porter Discusses End of SEC Responses to No-Action Requests on Shareholder Proposals
Exchange Act Rule 14a-8 addresses when a company must include a shareholder’s proposal in its proxy statement for an annual or special meeting ofshareholders. In order to have a proposal included, a shareholder must be eligible and follow certain procedures …
SEC Commissioner Peirce Discusses Proposed Rescission of Pay-to-Play Rule
Today [September 3], the Commission proposed to rescind Investment Advisers Act rule 206(4)-5, the investment adviser “Pay-to-Play Rule.” I am thrilled that we are proposing to eliminate rather than simply amend the rule, which always has bothered my First Amendment …
Shadow SEC Statement No. 13: Insider Trading Institutionalized
Insider trading has long been a furtive contest between traders, desperately hiding their material non-public information, and prosecutors in hot pursuit. In general, discovery implied conviction. But now it may have come out into the open, as high frequency traders …
Who Governs Valuations When Private Assets Reach Retail Investors?
Retail investors are gaining greater exposure to private equity, private credit, private real estate, infrastructure, and other less-liquid assets through retirement funds, wealth platforms, and publicly offered investment vehicles.
As policymakers debate wider access, they should also ask a less …
SEC Commissioner Peirce on Proposed Transfer Agent Rules
I am delighted that the transfer agent rule proposal is seeing the light of day before I leave the Commission. Thank you to Jamie Selway, Elizabeth Fitzgerald, Moshe Rothman, and the rest of the staff in the Division of Trading …
Weil Gotshal Discusses Equity Markets as a Balance Sheet Management Tool
A wave of near-term debt maturities, persistent covenant pressure, and a financing market that rewards speed and certainty over marketed processes have pushed balance sheet management to the top of the agenda for management and boards of highly levered companies. …
Sullivan & Cromwell Discusses Proposed SEC Regulation Crypto Assets
On August 18, 2026, the Securities and Exchange Commission proposed Regulation Crypto Assets, an offering and disclosure framework for “covered investment contracts” involving crypto assets that are not themselves securities. The proposal represents the next phase of the SEC’s “Project …
Why Prediction Markets and Securities Markets Require Different Regulatory Priorities
Prediction markets are in the regulatory crosshairs. In the United States, within the span of a few months this year, federal prosecutors brought the first criminal insider trading case involving an event contract against an Army master sergeant with a …
Prediction Markets and Regulation by Non-Enforcement
Kalshi and other prediction markets have been inundating the CFTC with self-certifications of binary options (i.e., prediction products or event contracts). The figure below shows total self-certifications to the CFTC and self-certifications from Kalshi since it began operating in 2021. …
SEC Chair Atkins on Regulation Crypto Assets
Today [August 18], the Commission continues its work to restore American leadership in capital formation by developing tailored, fit-for-purpose rules that are designed to support innovation in crypto asset markets.
Given the progress made in Congress to date on market …
The SEC Opened the Door to Mandatory Shareholder Arbitration. Will Companies Walk Through It?
For decades, mandatory arbitration provisions covering shareholder claims were largely absent from the governance documents of public companies. Their absence was largely the consequence of two institutional forces. At the federal level, the Securities and Exchange Commission maintained an informal …
