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Paul Weiss Discusses Supreme Court Decision Limiting Who May Sue Under Section 11 of Securities Act

By Kannon K. Shanmugam, Susanna M. Buergel, Andrew J. Ehrlich, Audra J. Soloway and Brian M. Lipshutz June 7, 2023 by renholding

On June 1, 2023, the Supreme Court unanimously held in Slack Technologies v. Pirani that Section 11 of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered under the registration statement they claim …

On Earnings Calls, It’s How Managers Say It That Can Affect the Market

By Bok Baik, Alex G. Kim, David Sunghyo Kim and Sangwon Yoon June 6, 2023 by renholding

Corporate disclosures increasingly include multimedia content such as audio, images, and videos. In fact, as of 2022, 83 percent of U.S. public firms used graphics in annual reports and various other communications. Additionally, companies commonly provide their earnings calls, shareholder …

Cleary Gottlieb Discusses Final SEC Rule on Corporate Buybacks

By Clayton I. Simmons, Lillian Tsu, Elizabeth J. Hamilton and David Gorsky June 6, 2023 by renholding

On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted rules to require more detailed qualitative and quantitative disclosure from reporting issuers regarding their share repurchases. While the final rules did not include some of the more onerous …

SEC Comment Letters for Regulation A Filings Send Quality Signals to Investors

By David Krause May 26, 2023 by renholding

Can the tone or sentiment of an SEC comment letter provide a signal to investors about the quality of an underlying firm? In a new study, I examine that question in the context of Reg A filings.[1]

My study, …

SEC Chair Speaks Before the Investment Company Institute

By Gary Gensler May 26, 2023 by renholding

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 SEC staff.

Investment Company Act of 1940

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SEC Chair Gensler Speaks on Emerging Trends in Asset Management

By Gary Gensler May 24, 2023 by renholding

I am pleased to welcome everyone to the Division of Investment Management’s inaugural Conference on Emerging Trends in Asset Management.

As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange

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How EU and U.S. Disclosure Requirements Differ While Sharing the Same Goals

By Chiara Mosca and Chiara Picciau May 23, 2023 by renholding

Financial markets and securities regulation in the European Union and the United States are converging in an increasing number of areas, from the repression of market manipulation to the provision of stricter requirements for market gatekeepers, such as auditing firms …

SEC Commissioner Speaks on Cybersecurity and Protecting Investors

By Jaime Lizárraga May 19, 2023 by renholding

Good morning. Thank you, Bob [Zukis]. It is a pleasure to be here today, and I thank the Digital Directors Network for hosting this discussion about cybersecurity. This topic is so essential for the safety and resiliency of our capital

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Simpson Thacher Discusses the SEC’s Climate and ESG Task Force

By Leah Malone, Marc Berger, Michael Osnato, Stephen Blake and Emily Holland May 17, 2023 by renholding

Aligning with the growing importance of ESG concerns to investors, and coinciding with increased investor appetite for ESG-related investment portfolios, the SEC created the Climate and ESG Task Force (the “Task Force”) within the Division of Enforcement on March 4, …

How Corporate Counsel Enable Management Misstatements in ESG Matters

By J. Robert Brown, Jr. and Eli Wald May 15, 2023 by renholding

The Securities and Exchange Commission (SEC or Commission) is considering proposals that would require public companies to disclose reliable and complete information about the risks of climate change. The Commission’s efforts will fall short, however, unless it addresses the role …

SEC Chair Speaks About the Treasury Markets and the Debt Ceiling Discussions

By Gary Gensler May 12, 2023 by renholding

Good afternoon. I’m pleased to be back for what I’m told is the fifth time speaking before the International Swaps and Derivatives Association (ISDA). As is customary, I’d like to note that my views are my own as Chair of …

Skadden Discusses De-SPACed Companies Seeking Chapter 11 Protection

By Shana A. Elberg and Christopher M. Dressel May 11, 2023 by renholding

The contraction of the market for special purpose acquisition companies (SPACs) and the recent challenges de-SPACed companies have encountered have attracted considerable press attention. The stocks of many de-SPACed businesses — companies formed by the merger of a SPAC with …

Milbank Discusses Universal Proxy and “Horizontal” Conflicts

By Neil Whoriskey May 10, 2023 by renholding

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies.

First, the rule allows voting stockholders to make their own ad hoc choice of …

The Real Effects of Disclosure in Going Private Deals

By Pietro A. Bianchi, Miguel Minutti-Meza and Maria Vulcheva May 9, 2023 by renholding

In a recent paper, we examine the real effects of disclosure in going private transactions. The number of companies going private has been steadily increasing over the past decade, with a sharp rise during the last couple of years. This …

SEC Commissioner Dissents from New Rule on Private Fund Data Collection

By Hester M. Peirce May 4, 2023 by renholding

Thank you, Chair Gensler. This expansion of Form PF data collection is the latest reflection of the Commission’s unquestioning faith in the Benevolent Power of More, a faith that I do not share. We have not explained sufficiently why we

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SEC Chair Speaks on New Rule for Private Fund Data Collection

By Gary Gensler May 4, 2023 by renholding

Today [May 3], the Commission considers adopting a final rule amending Form PF, an important tool that the Commission uses to oversee private fund advisers. I am pleased to support the amendments because they will improve visibility into private funds,

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SEC Chair Gensler Speaks on Updated Rules for Private Funds

By Gary Gensler May 3, 2023 by renholding

The 1990s was the decade of Michael Jordan and the Chicago Bulls. The Cold War was over. It was the dawn of the internet and the Spice Girls. Seinfeld was on TV. Bill Clinton brought blue jeans and Domino’s delivery …

Why Aren’t Reg A Offerings More Popular Among Small Businesses?

By David Krause April 27, 2023 by renholding

Regulation A (Reg A) offerings were revamped under the Jumpstart Our Business Startups Act (JOBS Act) in 2012 to increase the maximum offering size of exempt securities from $5 million to $50 million.[1] However, despite this potential source of …

Skadden Discusses Scotus Endorsement of Early Challenge to Agency Proceedings

By Boris Bershteyn, Shay Dvoretzky, Bradley A. Klein, Scott D. Musoff and Susan L. Saltzstein April 26, 2023 by renholding

The Supreme Court has made it easier to challenge the constitutionality of administrative tribunals housed at federal agencies. On April 14, 2023, the Court unanimously held in Axon Enterprise, Inc. v. Federal Trade Commission that parties subject to enforcement actions …

How Startup Attorneys Create Value and Engineer Exits

By Rachel Landy April 25, 2023 by renholding

For nearly 40 years, scholars have debated whether business lawyers add value to transactions. The debate essentially started with an influential article by Professor Ronald Gilson, who characterized business lawyers as “transaction cost engineers.” These engineers optimize the costs of …

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