Jack Bogle, the father of
Securities Regulation
SEC Chief Accountant on Fostering a Healthy “Tone at the Top” at Audit Firms
Audit firms are private businesses with the same legitimate interest in making a profit that all private businesses have.[1] But audit firms have also been entrusted to be essential gatekeepers in maintaining the integrity of our capital markets. The …
How Bank Regulation and Supervision Can Weaken Financial Stability
We argue that bank regulation and supervision interfere with pricing risk by creating opacity. Given that market disclosures enhance the efforts of supervisors, and vice versa, more disclosure could enhance financial stability (see Spatt, 2010)[1]. In addition, we …
The EU Listing Act Shows How EU and U.S. Law Are Converging on the Duty to Disclose Inside Information
Last February, the European Council and the European Parliament reached a final compromise on an EU Listing Act.[1] The act aims to make listings in the EU – and raising capital through the stock market – more attractive by …
The Big Lessons from the SEC Speaks Conference 2024
The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about key priorities and trends in the enforcement …
What the SEC’s “Shadow Insider Trading” Trial Means for In-House Counsel
On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. …
How Delegated Corporate Voting Advances Corporate Democracy
Starting in the 1930s with the earliest version of its proxy rules, the Securities and Exchange Commission gradually increased the proportion of instructed votes on a shareholder’s proxy card until, for the first time in 2022, it required a fully-instructed …
SEC Enforcement Chief Speaks on the Future of Combating Corporate Fraud
One of the hallmarks of PCCE is that it brings together academics, regulators, and industry professionals, and allows us to have candid conversations about corporate misconduct and the ways in which we can all work together to improve compliance.
And
Private Equity Negotiations
For most of its history, the private equity industry was largely left alone by securities regulators. A basic assumption underlying this approach was that private equity fund investors are sophisticated and should therefore be able to engage in effective private …
Cleary Gottlieb Looks at New Footnote Required Under Final SEC Climate-Related Disclosure Rules
On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum …
How the SEC Can Evade Jarkesy’s Impact
The Supreme Court is about to eviscerate the SEC’s power to efficiently pursue fraudsters.
Or so we are told.
In SEC v. Jarkesy, the Court may hold that whenever the SEC seeks to impose monetary penalties on enforcement targets for …
John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime
A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …
Are Financial Firms Ready for Climate Regulation?
Regulators globally are requiring companies to disclose their greenhouse gas (GHG) emissions. For companies in some industries, Scope 1 and 2 emissions – covering, respectively, emissions from direct fuel use and from acquired energy – will cover most relevant emissions …
The Class Certification of Exchange-Listed Options in Securities Class-Action Litigation
Class-action litigation for fraud on the market typically focuses on purchasers and sellers of stock. Yet those that traded in options on the shares can also be harmed. In a recent paper, we draw from experience in In re Apple, …
Commissioner Peirce Blasts SEC for Lack of Public Engagement
Enforcement Chief Speaks on the “Why” of SEC’s Work
Whether you’re here in person or participating virtually from around the country, or even overseas, I thank you for joining us.
As is customary, my remarks this morning are in my official capacity as Director of the Securities and Exchange …
Are Securities Class Actions Appropriate to Address Secondary-Trading Crypto Fraud?
Traders in the United States now routinely trade hundreds of crypto assets in secondary crypto markets, and the pool of tradable assets is growing. Through these transactions, traders have seen financial gains and losses, which at times have been substantial. …
SEC Chair Speaks on Mandatory Disclosure at Conference Honoring John C. Coffee, Jr.
Today, Columbia is honoring Jack Coffee, a leader of securities law scholarship and policy. I hope Columbia one day might invite me back to celebrate your career, Professor Fox. Caveat inviter, though, at the SEC, we are Merritt neutral. As …
Ropes & Gray Discusses Fifth Circuit Stay of SEC Climate Rules
On March 15, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s climate disclosure rules, which were adopted on March 6. The rules are discussed in our earlier post here.
The 20-word …
Gibson Dunn Offers Securities Litigation 2023 Year-End Update
This update provides an overview of the major developments in federal and state securities litigation since our 2023 Mid-Year Securities Litigation Update:
FILING AND SETTLEMENT TRENDS
Data from a recent NERA Economic Consulting (“NERA”) study illustrates several trend changes. …