Good morning. I am pleased to join the Investor Advisory Committee. As is customary, I’d like to note that my views are my own and I am not speaking on behalf of the Commission or SEC staff.
I want to
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The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …
Good morning. I am pleased to join the Investor Advisory Committee. As is customary, I’d like to note that my views are my own and I am not speaking on behalf of the Commission or SEC staff.
I want to
On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …
On August 17, 2021, the Securities and Exchange Commission (SEC) filed the first lawsuit charging insider trading in an economically related stock. A former employee of Medivation (MDVN, a mid-sized biopharmaceutical company) was charged for trading on confidential information about …
On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative securities …
Startup acquisitions by incumbent firms have been on the rise for the last few years. These acquisitions often allow larger companies to acquire new technologies or talent, while startups gain access to resources and a wider customer base. One notable …
The SEC adopted a final rule to shorten the standard settlement cycle for most securities transactions from two business days (T+2) to one business day following the trade date (T+1). Many market participants had favored a September 3, 2024 compliance …
The U.S. insider trading framework is a mess. Principles apply that are inconsistent with one another and that treat similarly situated persons in a disparate manner. In my 2021 book and a forthcoming book chapter, I argue that, rather than …
On January 25, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a proposed rule to prohibit material conflicts of interest in the sale of asset-backed securities (“ABS”). The proposed rule is a re-proposal of a rule that was first …
Materiality is a ubiquitous concept in accounting and auditing. Accounting and disclosure rules, with few exceptions, are bounded by materiality, meaning that if a matter is immaterial, it is often exempted from the accounting rules. In respect to audits, the …
On February 7, 2023, Ishan Wahi (Ishan), a former Coinbase product manager, pled guilty to wire fraud charges in an indictment in the U.S. District Court for the Southern District of New York (SDNY).
Ishan admitted that he had used …
On February 3, the SEC announced a $35 million settlement with Activision Blizzard stemming from the company’s alleged failure to maintain adequate disclosure controls and procedures relating to workplace misconduct complaints and for a violation of a whistleblower protection rule.…
Today [February 15], the Commission is considering a proposal to expand and enhance the role of qualified custodians when registered investment advisers custody assets on behalf of their investors. I support this proposal because, in using important authorities Congress granted …
In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules will require directors, executives and other …
In a new paper, we examine whether SEC comment letters on deficiencies in compensation disclosure have an impact on executive-compensation “contract efficiency,” meaning the extent to which such contracts align with shareholder interest. The goal of comment letters is not …
Under Chair Gary Gensler, the U.S. Securities and Exchange Commission (SEC) has been on a transparency rampage – proposing extensive new disclosure obligations on public companies, activist investors, private funds, and (maybe soon) so-called “unicorn” startups. …
Good morning. It is good to join the advisory committee for your first meeting of the year. As is customary, I’d like to note that my views are my own and I am not speaking on behalf of the Commission …
On December 13, 2022, the Supreme Court granted certiorari to consider whether Sections 11 and 12(a) of the Securities Act require a plaintiff who purchased shares through a direct listing to plead and prove that he bought shares registered under …
Thank you Thomas [Kim] for that lovely introduction and I’m very pleased to be here at the Securities Regulation Institute giving the Alan B. Levenson Keynote Address. Director Levenson was the consummate public servant who left an enduring mark on