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Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

By Xinyi Mao December 17, 2021 by renholding

In September 2020, the Securities and Exchange Commission amended Rule 14a-8 of the Securities Exchange Act to increase the eligibility requirements for a shareholder to submit proposals.[1] Rule 14a-8, also called the shareholder proposal rule, governs when a company …

SEC Considers Amendments to Rule 10b5-1

By Reynolds Holding December 16, 2021 by renholding

It was a very busy day at the U.S. Securities and Exchange Commission yesterday, with the commission weighing in on several proposed rule changes. For starters, the commission considered proposed amendments to Rule 10b5-1 and new disclosure requirements designed to …

SEC Considers Proposed Money Market Fund Reforms

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered amendments to rules that govern money market funds. Commission Chairman Gary Gensler’s statement in support is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee, also …

SEC Considers Proposals to Enhance Buybacks Disclosure

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered proposals to enhance disclosure about stock buybacks. Commission Chairman Gary Gensler’s statement supporting the proposals is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee in …

SEC Considers Proposed Rules About Security-Based Swaps

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered three proposed rules about the security-based swaps market. Commission Chairman Gary Gensler’s statement in support of the rules is available here. The statements of commissioners Caroline A. Crenshaw and Allison …

Skadden Discusses SEC’s Final Amendments Under Holding Foreign Companies Accountable Act

By Brian V. Breheny, Raquel Fox, Julie Gao, Kenneth W. Chase and Leo W. Chomiak December 15, 2021 by benzonenshayn

On December 2, 2021, the U.S. Securities and Exchange Commission (SEC) adopted final amendments implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act (HFCA Act). In addition, the adopting release establishes the SEC’s procedures for (i) …

How Sarbanes-Oxley Changed Firms’ Responses to Announcements of Earnings Restatements

By Jo-Ellen Pozner December 14, 2021 by renholding

Among the many goals of the Sarbanes-Oxley legislation was to increase CEOs’ accountability for the veracity of financial statements by requiring that they personally certify financial disclosures. Although that provision has not led to successful prosecutions of offending executives, our …

The SPACtacular Rise of the Special Purpose Acquisition Company: A Retail Investor’s Worst Nightmare

By Bobby V. Reddy December 13, 2021 by renholding

The special purpose acquisition company, or SPAC, is a company with no commercial or operating history that has listed on a stock exchange with the sole objective of raising financing to identify and acquire another company. SPACs developed after the …

SEC Chair Gensler Speaks on the Risks of SPACs

By Gary Gensler December 13, 2021 by renholding

Thank you for the kind introduction, Ty [Gellasch]. It’s great to be with the Healthy Markets Association.

As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow

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Mandatory vs. Voluntary ESG Disclosure, Efficiency, and Real Effects

By Cyrus Aghamolla and Byeong-Je An December 8, 2021 by renholding

In recent years, several countries have imposed disclosure requirements on public firms for environmental, social, and governance (ESG) performance. These mandates have also been accompanied by the European Union’s wide-reaching Non-Financial Reporting Directive, effective in 2018 (Directive 2014/95/EU). Similar legislative …

SEC Staff Discusses Key Considerations on LIBOR Transition

By Securities and Exchange Commission December 8, 2021 by renholding

[1]This statement is being issued to remind investment professionals of their obligations when recommending LIBOR-linked securities and to remind companies and issuers of asset-backed securities of their disclosure obligations related to the LIBOR transition.[2] This statement follows previous

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SEC’s Accounting Chief on Financial Reporting and the Priorities of His Office

By Paul Munter December 7, 2021 by renholding

The events of the past year bring to mind the old saying that “change is the only constant in life.”[1] Our capital markets continue to evolve and adapt in response to changes in the economic environment, investors’ needs for

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SEC Chair Gensler Speaks Before Investor Advisory Committee

By Gary Gensler December 3, 2021 by renholding

Thank you. It’s good to be back with the Investor Advisory Committee again. As is customary, I will note that my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the staff.

I’d like

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Ninth Circuit Gives Plaintiffs Some “Slack” on Tracing Shares

By John Livingstone, Anat Alon-Beck and Robert Rapp November 30, 2021 by renholding

On September 20, 2021, the Ninth Circuit took aim at a foundational requirement in securities litigation that has long bedeviled plaintiff’s attorneys. In a 2-1 decision in Pirani v. Slack Technologies, the court imposed a strict liability standard under …

Milbank Discusses SEC Guidance on Shareholder Proposals and the Way to Regulate Climate Change

By Neil Whoriskey November 24, 2021 by renholding

As a result of the SEC’s most recent Staff Legal Bulletin [1] (“SLB”), shareholder proposals that focus on a “significant social policy” will not be excludable simply because the policy issue is not, in fact, “significant” to the company receiving …

Paul Weiss Discusses Federal Jury Verdict Finding Cryptocurrency Products Not Securities

By Meredith R. Dearborn, Roberto J. Gonzalez, Jonathan H. Ashtor, Kristina A. Bunting and Emily M. Glavin November 23, 2021 by renholding

On November 2, 2021, a federal jury in Audet v. Fraser found that four cryptocurrency-related products were not securities under the Securities Exchange Act of 1934 and the Connecticut Uniform Securities Act. This case is significant because it appears to …

Gibson Dunn Discusses SEC Rules Mandating Use of Universal Proxy Card

By Eduardo Gallardo, James J. Moloney and Andrew Kaplan November 22, 2021 by renholding

On November 17, 2021, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to mandate the use of a universal proxy card in public solicitations involving director election contests. After the rules become effective on August …

SEC Announces Enforcement Results for FY 2021

By Securities and Exchange Commission November 19, 2021 by renholding

The Securities and Exchange Commission today [November 18] announced that it filed 434 new enforcement actions in fiscal year 2021, representing a 7 percent increase over the prior year. Seventy percent of these new or “stand-alone” actions involved at least

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SEC Commissioner Crenshaw on Universal Proxy Rules

By Caroline A. Crenshaw November 19, 2021 by renholding

Congratulations to the rulemaking team from the Division of Corporation Finance, as well as the staff within the Division of Economic and Risk Analysis and the Office of the General Counsel. This rulemaking has been several years in the making,

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SEC Commissioner Peirce Dissents on Universal Proxy Rules

By Hester M. Peirce November 19, 2021 by renholding

I support universal proxy, but not today’s version of universal proxy.

Shareholders voting by proxy should be able to split their vote among company and dissident nominees. Allowing shareholders a straightforward way of choosing a mixed slate through a universal

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

Securities Regulation

Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

SEC Considers Amendments to Rule 10b5-1

SEC Considers Proposed Money Market Fund Reforms

SEC Considers Proposals to Enhance Buybacks Disclosure

SEC Considers Proposed Rules About Security-Based Swaps

Skadden Discusses SEC’s Final Amendments Under Holding Foreign Companies Accountable Act

How Sarbanes-Oxley Changed Firms’ Responses to Announcements of Earnings Restatements

The SPACtacular Rise of the Special Purpose Acquisition Company: A Retail Investor’s Worst Nightmare

SEC Chair Gensler Speaks on the Risks of SPACs

Mandatory vs. Voluntary ESG Disclosure, Efficiency, and Real Effects

SEC Staff Discusses Key Considerations on LIBOR Transition

SEC’s Accounting Chief on Financial Reporting and the Priorities of His Office

SEC Chair Gensler Speaks Before Investor Advisory Committee

Ninth Circuit Gives Plaintiffs Some “Slack” on Tracing Shares

Milbank Discusses SEC Guidance on Shareholder Proposals and the Way to Regulate Climate Change

Paul Weiss Discusses Federal Jury Verdict Finding Cryptocurrency Products Not Securities

Gibson Dunn Discusses SEC Rules Mandating Use of Universal Proxy Card

SEC Announces Enforcement Results for FY 2021

SEC Commissioner Crenshaw on Universal Proxy Rules

SEC Commissioner Peirce Dissents on Universal Proxy Rules