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SEC Commissioner Peirce Dissents on Cybersecurity Proposal

By Hester M. Peirce March 10, 2022 by renholding

Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago,[1] or public companies, as we are doing today [March 9]—is, …

Davis Polk Offers Update on SEC’s New Investment-Management Rules and Lawsuits

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sarah E. Kim and Marc J. Tobak March 8, 2022 by renholding

Rules and regulations

SEC proposes expanded cyber oversight after Gensler signals more on the way

The Securities and Exchange Commission (SEC) proposed new cybersecurity rules for investment advisers and investment companies that would require policies and procedures, annual reviews, reporting …

Cadwalader Discusses the SEC’s Regulatory Posture on Climate Risk

By Michael Ruder March 7, 2022 by renholding

Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange Commission (the “SEC”), will address such risks. …

SEC Investment-Management Chief Speaks at Investment-Adviser Conference

By William A. Birdthistle March 4, 2022 by renholding

Good morning. Thank you, Karen, for your kind introduction and for inviting me to speak today. I am delighted to join you for my first public address as the Director of the Division of Investment Management.

Let me begin, if

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Are CEO Political Donations Linked to the Risk of SEC Enforcement Actions?

By Wenjiao Cao, James P. Naughton, Rafael Rogo and Ray Zhang March 2, 2022 by renholding

The potential for corporate campaign contributions to skew government policy has attracted considerable attention. Empirical studies generally support the notion that firms gain regulatory advantages through their involvement in the political process (e.g., Correia, 2014; Naughton, Rogo and Zheng, 2021). …

Cleary Gottlieb Discusses SEC’s BlockFi Settlement and Crypto Lending

By Robin Bergen, David Lopez, Michael Mazzuchi, Tom Bednar and Tom Standifer March 2, 2022 by renholding

On February 14, 2022, the Securities and Exchange Commission announced a settled enforcement action charging BlockFi Lending LLC (“BlockFi”) with allegedly failing to register its interest-bearing crypto lending product as a security, failing to register itself as an investment company, …

Gibson Dunn Offers 2021 Year-End Securities Litigation Update

By Craig Varnen, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell, and Mark H. Mixon, Jr. March 1, 2022 by renholding

Federal securities filings continued to slow during the second half of 2021. The volume of new securities cases filed in 2021 fell by 36% compared to 2020, and 51% compared to 2019. Nonetheless, federal and state securities laws continue to …

The SEC Acts on Short-and-Distort Petition

By Joshua Mitts February 28, 2022 by renholding

On February 25, 2022, the Securities and Exchange Commission proposed rules to enhance the transparency of short positions in equity securities. One proposal would require confidential, monthly reporting of short sellers’ individual positions, which would then be aggregated by …

Skadden Discusses New Pressure on Companies to Disclose Political Policies and Contributions

By Ki P. Hong, Melissa L. Miles and Karina Bakhshi-Azar February 28, 2022 by renholding

Political activities of corporations are increasingly subject to scrutiny on environmental, social and governance (ESG) grounds. Demands that corporations and their political action committees (PACs) justify their contributions based on candidates’ voting records on ESG issues came to the fore …

Do Jobseekers Value Diversity Information?

By Jung Ho Choi, Joseph Pacelli, Kristina M. Rennekamp and Sorabh Tomar February 25, 2022 by renholding

Recent social movements have generated a renewed emphasis on promoting diverse and inclusive workplaces. For example, institutional investors have increased their investments in firms that demonstrate strong commitments to diversity, and regulators also increasingly require firms to describe the extent …

Wachtell Lipton Discusses the Growing Enforcement Focus on Cryptoassets

By Richard K. Kim, Sarah K. Eddy, Rosemary Spaziani, David M. Adlerstein and Amanda M. Lee February 23, 2022 by renholding

Underscoring that misconduct surrounding cryptoassets has become a top U.S. enforcement priority, the Department of Justice announced on February 17 the appointment of Eun Young Choi as head of a dedicated National Cryptocurrency Enforcement Team. The NCET’s mandate is to …

An Academic Critique of the SEC’s GameStop Report

By Joshua Mitts, Robert H. Battalio, Jonathan Brogaard, Matthew D. Cain, Lawrence R. Glosten and Brent Kochuba February 22, 2022 by renholding

On October 18, 2021, SEC staff released a long-awaited report on equity and options trading in connection with the meteoritic rise of GameStop’s share price in January 2021. The staff report addressed several issues surrounding the GameStop episode, but one …

ISS Discusses Shareholder Class Actions Related to Covid-19

By Jeff Lubitz February 21, 2022 by renholding

As the world completes a full two years of navigating the perils of the Coronavirus pandemic, U.S. shareholders continue to file class action complaints alleging companies with various acts of fraud related to COVID-19.

As previously reported by ISS Securities

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Legal Guardrails for a Unicorn Crackdown

By Alexander I. Platt February 17, 2022 by renholding

The SEC is undertaking an historic effort to redraw the boundary between public and private companies. After years of watching – and sometimes encouraging – the explosive growth in less tightly regulated private markets and the proliferation of so-called “unicorns,” …

The Breakdown of the Public–Private Divide in Securities Law

By George S. Georgiev February 14, 2022 by renholding

Securities law in the United States has traditionally been designed around a set of lines – the “public–private divide” – which separate public companies, public capital, and public markets from private companies, private capital, and private markets. Until the early …

Sullivan & Cromwell Discusses Reopened Comment Period for SEC’s Pay-Versus-Performance Disclosure Rule

By Marc Trevino, Heather L. Coleman, Jeannette E. Bander and Rebekah A. Kostelak February 14, 2022 by renholding

On January 27, 2022, the U.S. Securities and Exchange Commission (the “SEC”) reopened a 30-day comment period (beginning today) on proposed rules requiring registrants to disclose how executive compensation actually paid by a registrant relates to the financial performance of …

SEC Chair Gensler Speaks on Private Fund Advisers Proposal

By Gary Gensler February 11, 2022 by renholding

Today [February 9], the Commission is considering rules and amendments under the Investment Advisers Act to improve the efficiency, competition, and transparency of the activities of private funds’ advisers. I support this proposal because, if adopted, it would help investors

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SEC Commissioner Peirce Speaks on Private Fund Advisers Proposal

By Hester M. Peirce February 11, 2022 by renholding

Today’s [February 9] proposal represents a sea change. It embodies a belief that many sophisticated institutions and high net worth individuals are not competent or assertive enough to obtain and analyze the information they need to make good investment decisions

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SEC Commissioner Crenshaw Speaks on Private Fund Advisers Proposal

By Caroline A. Crenshaw February 11, 2022 by renholding

Investment advisers are their clients’ fiduciaries. This means that investment advisers are legally obligated to serve their client’s best interest.[1] This standard of conduct is not an aspirational goal. It must be meaningful and offer the real protections investors

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What ESG-Related Disclosures Should the SEC Mandate?

By Jonathan M. Karpoff, Robert Litan, Catherine M. Schrand and Roman L. Weil February 9, 2022 by renholding

The Financial Economist Roundtable (“FER”) met in July 2021 to discuss current efforts to measure and require disclosure of firms’ ESG activities.[1] The views of individual FER members about specific issues often differ, but the consensus was that financial …

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