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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
Securities Regulation
SEC Chair Speaks on New Rule for Private Fund Data Collection
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,
SEC Chair Gensler Speaks on Updated Rules for Private Funds
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?
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
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
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 …
SEC Chair Testifies Before U.S. House Committee on Financial Services
Good morning, Chairman McHenry, Ranking Member Waters, and members of the Committee. Thank you for inviting me to testify today. As is customary, I will note that my views are my own, and I am not speaking on behalf of …
How Regulation of Share Buybacks and Insider Trading Compare in the U.S. and Europe
Davis Polk Discusses SEC’s Proposed Safeguarding Rule for Registered Advisers
On February 15, 2023, the SEC proposed a sweeping new rule (Proposed Rule) which would replace current Rule 206(4)-2 (Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act or Act). The Custody Rule was originally adopted in 1962 …
Do Managers Factor Litigation Risk into Their Environmental Disclosure Decisions?
The SEC has proposed mandating climate disclosure to meet investor demand for information about the environmental risks firms face and managers’ plans to mitigate their firms’ environmental impacts. Yet critics worry that the proposed mandate would increase risks of litigation …
Wachtell Lipton Discusses Constitutional Challenges to Ongoing SEC and FTC Administrative Proceedings
We previously reported on the Supreme Court’s grants of certiorari in SEC v. Cochran and Axon Enterprise, Inc. v. FTC, in which the Court agreed to consider whether federal district courts have jurisdiction to hear constitutional challenges to the …
SEC Chair Gensler Speaks on Alternative Trading Systems and the Definition of an Exchange
Today [April 14], the Commission is considering whether to issue a supplemental release to our January 2022 proposal requiring significant trading platforms—including in the Treasury markets—to come under important rules for the markets. I believe this supplemental release would help
Cooley Discusses the Risk of Liability from Sustainability Reports
In April of last year, as described in this press release, the SEC filed a complaint against Vale S.A., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false …
SEC Chair Testifies on FY 2024 Budget Request Before House Subcommittee
Good afternoon, Chair Womack, Ranking Member Hoyer, and members of the Subcommittee. Thank you for inviting me to testify today on the Securities and Exchange Commission’s Fiscal Year (FY) 2024 budget request. As is customary, I’d like to note that
Skadden Discusses Proposed SEC Expansion of Custody Rule Safeguards for Investment Advisers
On February 15, 2023, the Securities and Exchange Commission (SEC) proposed new rules and amendments (Proposal) to Rule 206(4)-2 (Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act). The Proposal would, if adopted as written:
- Redesignate the current
Davis Polk Discusses New SEC Cybersecurity Requirements for Regulated Market Participants
The SEC proposed an array of new cybersecurity-related requirements in the form of: (1) an expansive new Rule 10, (2) extending the reach of Regulation SCI, and (3) expanding Regulation S-P, including to require incident response programs. The SEC also …
Gibson Dunn Offers 2022 Year-End Securities Litigation Update
Although the number of securities lawsuits filed this year remained steady compared to 2021, we have seen many notable developments in securities law. This year-end update provides an overview of the major developments in federal and state securities litigation since …
Climate Disclosure Line-Drawing and Securities Regulation
In 2022, the Securities and Exchange Commission (SEC) proposed climate disclosure rules requiring each public company to tell investors specifically about the financial effects of climate risk on the company and how the company assesses those risks. The rules will …
Covington Discusses SEC’s Focus on Cybersecurity Incident Disclosure
On March 9, 2023, the Securities and Exchange Commission (the “SEC”) Enforcement Division’s Crypto Assets and Cyber Unit announced a settlement with Blackbaud, Inc. involving allegations of inadequate disclosure controls and procedures and material misstatements and omissions concerning a 2020 …
SEC Chair Gensler Speaks on Requirement to File Electronically
Today [March 22], the Commission is considering a proposal under the Exchange Act to require broker-dealers and other registrants to submit forms electronically. I am pleased to support this proposal because, if adopted, it would advance the Commission’s efforts to