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Issuer Liability: Ownership Structure and the Circularity Debate

By Martin Gelter July 6, 2022 by renholding

In many countries, investors can hold publicly traded companies liable for public misstatements. Issuer liability is intuitively appealing because statements are generally made on behalf of the company by its representatives. Moreover, large companies typically have deep pockets, which ensures …

Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed

By Jeffrey N. Gordon June 28, 2022 by renholding

Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act. As I explained in a recent comment letter to the SEC, the …

The Lummis-Gillibrand Responsible Financial Innovation Act

By Joel Seligman June 27, 2022 by renholding

On June 10, 2022, U.S. senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced S. 4356, their Responsible Financial Innovation Act, to transfer most regulation of cryptoproducts to the Commodity Futures Trading Commission (CFTC}, essentially ousting the SEC, presumably perceived …

SEC Commissioner Peirce Criticizes Regulatory Flexibility Agenda

By Hester M. Peirce June 24, 2022 by renholding

Chair Gensler’s Regulatory Flexibility Agenda [1] for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away

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Skadden Discusses Senate Bill to Create Regulatory Structure for Crypto and Other Digital Assets

By Alexander C. Drylewski, Nathan W. Giesselman, Stuart D. Levi, Daniel Michael, Bao Nguyen and Andrew R. Beatty June 23, 2022 by renholding

In recent years, innovation in the blockchain or “Web3” space has been impacted by uncertainty on the regulatory front. Undoubtedly, the greatest area of uncertainty has involved the Securities Exchange Commission (SEC) and its application of the so-called Howey test …

Bipartisan Group of Former SEC Officials and Securities Experts Confirms Longstanding SEC Authority on Climate Disclosure

By Working Group on Securities Disclosure Authority June 17, 2022 by renholding

[Editor’s Note: This post is based on a comment letter submitted to the U.S. Securities and Exchange Commission on June 16, 2022. The full letter is available here. Also, please see the Note at the end of this …

SEC Chair Gensler Issues Statement on Request for Comment on “Information Providers”

By Gary Gensler June 17, 2022 by renholding

Today [June 15], the Commission voted to issue a request for comment to help determine which “information providers,” such as index providers, model portfolio providers, and pricing services, might come under the Commission’s definition of an investment adviser. The role …

Sullivan & Cromwell Discusses SEC Amendments Requiring Electronic Filing

By Bob Reeder, Bradford Olson, Cathy Clarkin, Bob Downes and Sarah Payne June 15, 2022 by renholding

On June 2, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments[1] to Regulation S-T, the Securities and Exchange Act of 1934 (the “Exchange Act”) and certain forms, including Forms 144, to mandate the electronic filing or submission …

Davis Polk Discusses Reopening of Comment Period for SEC’s Dodd-Frank Clawback Rule

By Kyoko Takahashi Lin and Jennifer S. Conway June 14, 2022 by renholding

On June 8, 2022, the Securities and Exchange Commission announced that it is again reopening the comment period for its proposed clawback rule, a rule that has been required to be promulgated since the enactment of the Dodd-Frank Wall …

Debevoise Discusses Shareholder Climate Activism and 401(k) Plans

By Alison Buckley-Serfass, Jonathan Lewis, Simone Hicks, Eric Juergens and Ulysses Smith June 13, 2022 by renholding

In December 2021, As You Sow, a non-profit foundation promoting environmental and social corporate responsibility, filed shareholder proposals on behalf of Amazon.com and Comcast Corporation shareholders for action at each of their 2022 annual meetings. The Amazon proposal and …

SEC Chair Gensler Speaks Before Investor Advisory Committee

By Gary Gensler June 10, 2022 by renholding

Good morning. It is great to join the Investor Advisory Committee (IAC) today. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or Securities and Exchange Commission

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SEC Chair Gensler Speaks on Plans to Overhaul Stock Trading

By Gary Gensler June 9, 2022 by renholding

Thank you, Rich (Repetto), for that kind introduction. It is good to be with you again. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the

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Don’t Forget the “G” in ESG: The SEC and Corporate Governance Disclosure

By Jennifer O’Hare June 8, 2022 by renholding

In March 2022, the SEC proposed rules (the “Proposed Rules”) that, if adopted, will require public companies to include extensive climate-related disclosures in their periodic reports.[1] According to the SEC, this disclosure will help investors “make informed judgments about …

Universal Proxy Cards and the 67 Percent Solution

By Michael R. Levin June 7, 2022 by renholding

The upcoming Universal Proxy Card (UPC) presents activist investors with only one potentially significant new burden: solicit two-thirds of the shares in a proxy contest at a portfolio company. Everything else in the new rule, including the new proxy card …

SEC Chair Gensler on ESG Disclosures Proposal

By Gary Gensler May 27, 2022 by renholding

Today [May 25], the Commission is considering a proposal to improve disclosures by certain investment advisers and funds that purport to take Environmental, Social, and Governance (ESG) factors into consideration when making investing decisions. I am pleased to support this

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SEC Commissioner Peirce on ESG Disclosures Proposal

By Hester M. Peirce May 27, 2022 by renholding

Thank you, Mr. Chair. A key impetus for today’s [May 25’s] rulemaking[1] is a legitimate concern about the practice of greenwashing by investment advisers and investment companies. This concern is real because advisers can mint money by calling their

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Katten Discusses Shareholder Litigation Risk in an Unstable Geopolitical Environment

By Richard Zelichov and Trevor T. Garmey May 26, 2022 by renholding

Over the past two years, U.S. public companies faced an unpredictable risk environment. Two geopolitical crises – the Covid-19 pandemic, and the Russian invasion of Ukraine – strained international supply chains and destabilized financial markets.

It is tempting to view …

Sullivan & Cromwell Discusses Recent Rulings’ Effects on SEC Use of Administrative Forum

By Sullivan & Cromwell May 25, 2022 by renholding

Two cases—one recently accepted for review by the Supreme Court, and another recently decided by the Court of Appeals for the Fifth Circuit—could change the manner in which the SEC brings enforcement actions against those accused of violating federal securities …

SEC Chair Gensler Testifies Before U.S. House Financial Services Subcommittee

By Gary Gensler May 19, 2022 by renholding

Good morning, Chairman Quigley, Ranking Member Womack, and members of the Subcommittee. I’m honored to appear before you for the second time as Chair of the Securities and Exchange Commission. It is good to be here alongside Federal Trade Commission

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Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China

By Warren Bailey, Hui Ma, Rongli Yuan and Hong Zou May 18, 2022 by renholding

Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and …

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