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Baker McKenzie Discusses the Evolving Securities Legal Framework of ESG Issues

By Paul Chander, Perrie Weiner and Aaron Goodman August 25, 2022 by renholding

In 2021 and 2022, as the market continued to focus increasingly on environmental, social, and governance (“ESG”) issues, government financial regulators across many independent agencies strongly indicated that increased enforcement relating to ESG is on the horizon, while private plaintiffs …

Wachtell Lipton Discusses Regulating Cryptoassets With Existing Tools

By Kevin S. Schwartz, Rosemary Spaziani , David M. Adlerstein, David E. Kirk and Sabina M. Beleuz August 23, 2022 by renholding

For all the press lamenting the “crypto winter” and urging long-term legislative overhaul, there has not been sufficient attention to how existing regulatory tools can be employed to address some of the key risks and vulnerabilities in the current crypto …

The Interplay Between Private Meetings with Investors and Subsequent Earnings Announcements

By Xinlei Li, Jason D. Schloetzer, Ayung Tseng and Hui Wang August 16, 2022 by renholding

Since the passage of Regulation Fair Disclosure, managers have increasingly met privately with investors. During these meetings, investors gather useful information by seeking managers’ feedback, pursuing a deeper understanding of publicly available information, and inquiring about company strategy. That information …

Davis Polk Discusses What’s Missing from Bipartisan Bills to Regulate Crypto

By Joseph A. Hall, Dan Gibbons, Gabriel D. Rosenberg and Zachary J. Zweihorn August 15, 2022 by renholding

In the last few weeks, two bills with the potential to bring needed regulatory certainty to the U.S. digital asset industry were introduced in the Senate with solid bipartisan backing.

In June, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) …

Revisiting Corporate Bylaws for the Universal Proxy Era

By Eduardo Gallardo August 11, 2022 by renholding

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a contested director election to …

SEC Chair Gensler on Proposed Joint Amendments to Form PF

By Gary Gensler August 11, 2022 by renholding

Today [August 10], the Commission is considering whether to propose joint amendments with the Commodity Futures Trading Commission (CFTC) to Form PF, an important reporting tool that the Commission and the Financial Stability Oversight Council (FSOC) use, respectively, to protect

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The Whistleblower Industrial Complex

By Alexander I. Platt August 4, 2022 by renholding

How do a few dozen SEC and CFTC staffers sift through the avalanche of tips submitted under Dodd-Frank whistleblower “bounty” programs to determine which ones to investigate?

The answer: They don’t.

Using new data obtained from both agencies under the …

Sullivan & Cromwell Discusses EU’s Corporate Sustainability Reporting Requirements

By Cathy Clarkin, Olivier de Vilmorin, Marc Trevino, Sarah Mishkin and Sam Saunders August 4, 2022 by renholding

European Union leaders have reached a provisional political agreement on a revised Corporate Sustainability Reporting Directive (“CSRD”) that would introduce more detailed sustainability reporting requirements for all “large” EU companies and companies with securities (including low denomination debt …

Paul Weiss Discusses Second Circuit Ruling on Liability Under Rule 10b-5(a) and (c)

By Geoffrey R. Chepiga, Andrew J. Ehrlich, Walter G. Ricciardi, Kannon K. Shanmugam and Audra J. Soloway August 3, 2022 by renholding

On July 15, 2022, the Second Circuit held[1] in SEC v. Rio Tinto plc,[2] that the Supreme Court’s ruling in Lorenzo v. SEC[3] did not abrogate the rule in the Second Circuit that alleged misrepresentations and …

SEC Chair Gensler Speaks on Re-Proposed Amendments to FINRA Membership Exemption

By Gary Gensler August 1, 2022 by renholding

Today [July 29], the Commission unanimously voted to re-propose amendments to Rule 15b9-1 regarding when broker-dealers are required to register with the Financial Industry Regulatory Authority (FINRA). These amendments would cause some of the most active participants in our equity …

Gibson Dunn Discusses Shareholder Proposal Developments for the 2022 Proxy Season

By Elizabeth Ising, Thomas J. Kim, Ronald O. Mueller, Lori Zyskowski and Geoffrey E. Walter July 29, 2022 by renholding

This post provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season,^[1] including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.^[2]…

Skadden Discusses Ramifications of Cryptocurrency Insider Trading Case

By Alexander C. Drylewski, Stuart D. Levi, Daniel Michael, Mana Ghaemmaghami and Anita Oh July 28, 2022 by renholding

On July 21, 2022, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) each brought insider trading charges against a former Coinbase product manager, his brother and a close friend for using material non-public information (MNPI) to …

SEC Director of Investment Management Speaks at PLI

By William A. Birdthistle July 27, 2022 by renholding

Good afternoon. Thank you, Paulita and Rajib, for your gracious invitation and kind welcome to this year’s program on current issues and trends in Investment Management.[1] As I suspect many of you know – and as the spring regulatory …

SEC Enforcement Chief Testifies Before U.S. House Committee on Financial Services

By Gurbir Grewal July 26, 2022 by renholding

Thank you for inviting me to testify today on behalf of the Division of Enforcement (“Enforcement” or the “Division”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”).

Since its founding more than 85 years ago, the SEC

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Davis Polk Discusses SEC’s Final Rules on Proxy Advisory Firms

By Ning Chiu, Nicole Brookshire, Joseph A. Hall, Michael Kaplan and Richard D. Truesdell Jr. July 21, 2022 by renholding

When the SEC adopted the rules governing proxy advisory firms two years ago, then-Chair Clayton emphasized that the rules were “the fruits of a rigorous and well-functioning rulemaking process where final rules reflect and benefit from the input of a …

What Are NFTs and Why Are They So Controversial?

By Aarthi Anand July 19, 2022 by renholding

Nonfungible token (NFT or Token) was the word of the year in 2021, as NFT sales exceeded $4 billion in monthly trading volume in January 2022 after generating more than $23 billion in sales in 2021. Celebrities including musicians Eminem…

SEC Chair Gensler Addresses Proposed Amendments to Rule 14a-8, Proxy-Voting Advice Rules

By Gary Gensler July 14, 2022 by renholding

Today [July 13], the Commission will consider proposed amendments to Rule 14a-8 that would provide greater certainty as to the circumstances in which companies are able to exclude shareholder proposals from their proxy statements. I am pleased to support the …

How SPACs Disable Indirect Investor Protection

By Holger Spamann and Hao Guo July 11, 2022 by renholding

Special Purpose Acquisition Companies (SPACs) are a trap for unwary investors. In standard public equity securities, even the most naïve investor is protected, first, by the market price – you pay only for what you get – and, second, by …

FTI Law Discusses Accountability at the SEC Enforcement Division

By John Joy July 11, 2022 by renholding

Whistleblower Frances Haugen recently reported Facebook to the U.S. Securities and Exchange Commission (SEC) for allegedly fraudulent statements Facebook made to investors. Millions of people all over the world tuned in to hear Haugen testify before Congress about the wrongdoing …

SEC Commissioner Peirce Discusses Chief Compliance Officer Liability

By Hester M. Peirce July 8, 2022 by renholding

I write in support of the settled administrative proceeding against Hamilton Investment Counsel LLC (“HIC”) and Jeffrey Kirkpatrick.[1] Because Mr. Kirkpatrick was both a principal and the chief compliance officer (“CCO”) of HIC, the action against him merits close

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