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Sullivan & Cromwell Discusses Second Circuit Decision on Class Certification in Securities Fraud Cases

By Robert J. Giuffra Jr., David Rein, Jeffrey T. Scott, Benjamin R. Walker and Eric T. Andrews August 21, 2023 by renholding

On August 10, 2023, the Second Circuit handed down its highly anticipated decision in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc.[1] The court reversed the district court’s decision to certify a class action and remanded with …

Socially Acceptable Securities Fraud

By Christine Hurt August 18, 2023 by renholding

In the 90 years since the passage of the Securities Exchange Act, the number of ways market participants can publicly disseminate statements to investors has skyrocketed. Yet no regulator, legislator, or judge has answered a fundamental question: Should the law …

SEC Chair Gensler Delivers Remarks on LIBOR Before the Financial Stability Oversight Council

By Gary Gensler August 16, 2023 by renholding

Thank you, Secretary Yellen. Thank you to all of my colleagues—not only at this table but around the globe—for their hard work putting an end to the London Interbank Offered Rate (LIBOR)

LIBOR was an innovation of the 1970s to

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ISS Discusses SEC’s $153 Million Fair Fund Payout to Investors in Mortgage-Backed Security Offering

By Jarett Sena August 15, 2023 by renholding

Investors of RBS Securities Inc.’s multi-billion 2007 subprime mortgage-backed security offering – Soundview Home Loan Trust 2007-OPT1 – will soon be eligible to receive payment from the SEC’s $153.7 million fair fund.

The SEC first commenced its case in 2013 …

The Ripple and Terraform Cases Tee Up a Dramatic Showdown over Cryptocurrency Regulation

By John Livingstone, Anat Alon-Beck and Nizan Packin August 14, 2023 by renholding

On July 31, U.S. District Judge Jed Rakoff in New York decided a case with significant implications for how and even whether the Securities and Exchange Commission can regulate cryptocurrencies as a security. His decision contrasts sharply with a ruling …

Does Enhanced Disclosure Curb CEO Pay?

By Ilona Babenko, Benjamin Bennett and Zexi Wang August 10, 2023 by renholding

High CEO pay in the United States has fueled repeated calls for enhanced disclosure of chief executives’ compensation. For example, in 2015 the SEC received over 285,000 comment letters supporting its proposed rule to require disclosure of CEO-employee pay ratios. …

Sullivan & Cromwell Discusses SEC Amendments to Rules Governing Money Market Funds

By Dalia O. Blass, Eric M. Diamond, Donald R. Crawshaw and Amy R. Dreisiger August 7, 2023 by renholding

On July 12, 2023, the Securities and Exchange Commission (the “SEC”) voted 3 to 2 (Commissioners Peirce and Uyeda dissenting) to adopt certain amendments to rules and forms under the Investment Company Act of 1940 (the “Investment Company Act”) intended …

Environmental and Social Disclosure Has Evolved Around the World

By Yan Lin, Rui Shen, Jasmine Wang and Julia Yu August 2, 2023 by renholding

Environmental and social (E&S) considerations have become integral to investment decisions in the past two decades, and more public firms are making E&S disclosures. Meanwhile, dozens of ESG reporting frameworks have emerged, and many jurisdictions have issued or are in …

FINRA Faces Uphill Battle in Case Challenging Its Enforcement Authority

By James Fallows Tierney and Benjamin P. Edwards August 1, 2023 by renholding

FINRA, the self-regulatory organization (SRO) responsible for overseeing broker-dealers in securities markets, now faces constitutional scrutiny about its structure, enforcement proceedings, and sanctions. In July, Judge Justin R. Walker of the U.S. Court of Appeals for the D.C. Circuit issued …

SEC Chair Supports Rules on Public Company Cybersecurity Disclosures

By Gary Gensler July 27, 2023 by renholding

Today [July 26], the Commission is considering adopting final rules regarding cybersecurity disclosures by public companies. I am pleased to support these rules because they will enhance and standardize disclosures to investors with regard to public companies’ cybersecurity practices as

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SEC Commissioner Peirce Dissents from Rules on Cybersecurity Disclosure

By Hester M. Peirce July 27, 2023 by renholding

Thank you, Chair Gensler. Although better than the proposal, this final cybersecurity disclosure rule continues to ignore both the limits to the SEC’s disclosure authority and the best interests of investors. Moreover, the Commission has failed to explain why we

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Cravath Discusses PCAOB’s Proposed Amendments to Auditing Standards

By Elad Roisman, Michael Arnold, Kimberley Drexler and Lisa Kohl July 26, 2023 by renholding

On June 6, 2023, the U.S. Public Company Accounting Oversight Board (the “PCAOB”) proposed amendments to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations (“…

Skadden Discusses New Senate Crypto Bill Limiting SEC Regulatory Role

By David Meister, Chad E. Silverman and Daniel Merzel July 25, 2023 by renholding

A bipartisan bill introduced in the U.S. Senate two weeks ago seeks “to bring crypto assets within the regulatory perimeter” by granting oversight responsibility to the Commodity Futures Trading Commission (CFTC) for most forms of cryptocurrency.

The new bill, sponsored …

How the SEC Uses Information Disclosed on Earnings Conference Calls

By Alina Lerman, Thomas D. Steffen and Kangkang Zhang July 24, 2023 by renholding

Earnings conference calls are an important way for firms to communicate with external stakeholders. Equity shareholders, buy-side and sell-side analysts, debtholders, and other capital market participants view the calls as informative beyond the contemporaneous earnings announcements. Yet, little is known …

New California Legislation Would Be a Major Step Forward for Climate Disclosure

By Michael B. Gerrard and Eric W. Orts July 20, 2023 by renholding

The Securities and Exchange Commission regulations on climate disclosure, first proposed in March 2022 and likely to be issued in final form in October 2023,[1] have drawn considerable controversy and face an uncertain fate in the inevitable litigation.[2]…

SEC Chair Gensler Speaks About the Financial Risks of Artificial Intelligence

By Gary Gensler July 19, 2023 by renholding

Thank you, Mark, for that kind introduction. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I’m not speaking on behalf of my fellow Commissioners or the

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Ripping the Ripple Opinion

By Ilya Beylin July 18, 2023 by ilyabeylin

Last Thursday’s split summary-judgment decision in the case that the Securities and Exchange Commission (SEC) brought against Ripple Labs, Inc. (Ripple) and certain of its senior leaders is bonkers. In partly holding for the defendants, the opinion ignores well established …

SEC v. Ripple: Everyone Loses

By Edwin Hu July 18, 2023 by renholding

On July 13, Judge Analisa Torres handed down a long-awaited decision in SEC v. Ripple. Crypto enthusiasts immediately began celebrating the opinion as holding that XRP, the Ripple token, was not a security. Others welcomed the finding that certain …

Contests Under Universal Proxy Rules Have Produced Mixed Results

By Sean Donahue, Eduardo Gallardo and Sahand Moarefy July 13, 2023 by renholding

There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests reveals several themes.

Overall Results: Activists obtained a board seat …

SEC Chair Speaks About Proposed Rules on Money Market Funds, Customer Protection

By Gary Gensler July 13, 2023 by renholding

Today [July 12], the Commission is considering adopting final rules to enhance money market funds’ liquidity and investor protection. I support this adoption because it will enhance these funds’ resiliency and ability to protect against dilution.

Money market funds—nearly $6

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