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Shareholder Proposals and the Debate over Sustainability Disclosure

By Jill E. Fisch and Adriana Z. Robertson July 11, 2023 by renholding

In March 2022, the U.S. Securities and Exchange Commission (SEC) proposed a rule requiring public companies to make certain climate-related disclosures as part of their securities filings.[1] The rule has been highly controversial, generating thousands of comment letters in …

Skadden Discusses Increasing Scrutiny of Companies’ ESG Disclosures — Including by ESG Critics

By Tansy Woan and Matthew M. Jang July 6, 2023 by renholding

As public interest and scrutiny into environmental, social and governance (ESG) issues continue to rise, companies face an ever-evolving landscape relating to their ESG disclosures. The Securities and Exchange Commission (SEC) has proposed rules that could require increased ESG disclosures. …

SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8

By Mark T. Uyeda June 28, 2023 by renholding

Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and

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A Consequential Circuit Split Casts Doubt on Whether Borak Is Still Good Law

By Mohsen Manesh and Joseph A. Grundfest June 23, 2023 by renholding

On June 1, the Ninth Circuit en banc in Lee v. Fisher issued a consequential decision calling into question the scope of the implied right of action recognized by J.I. Case Co. v. Borak and creating a stark split with …

SEC Chair Gensler Speaks to Investor Advisory Committee

By Gary Gensler June 23, 2023 by renholding

Good morning. I’m pleased to speak with the Investor Advisory Committee. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am not speaking on behalf of

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Sullivan & Cromwell Discusses SEC Adoption of Amendments to Regulation M

By Robert W. Reeder III, Robert W. Downes, Alan J. Fishman and Sarah P. Payne June 21, 2023 by renholding

On June 7, 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation M, replacing the investment-grade exceptions for non-convertible debt or preferred equity securities with credit risk exceptions based on a specified probability of default threshold assessed …

Wachtell Lipton Discusses Congressional Bill Proposing Comprehensive Cryptoasset Legal Framework

By Kevin S. Schwartz, David M. Adlerstein and Samantha M. Altschuler June 16, 2023 by renholding

On June 2, the Chairs of the House Committees on Financial Services and Agriculture jointly released an ambitious discussion draft of new legislation aimed at filling the persistent gap in regulation of spot cryptoasset markets and to resolve lingering uncertainty…

SEC Chair Gensler Speaks Before the Small Business Capital Formation Advisory Committee

By Gary Gensler June 15, 2023 by renholding

Good morning, everyone. It’s a pleasure to speak with the Small Business Capital Formation Advisory Committee. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am

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Paul Weiss Discusses SEC’s New Clawback Listing Standards

By Lawrence I. Witdorchic, Jean M. McLoughlin, Cindy Akard, Raphael M. Russo and Christodoulos Kaoutzanis June 14, 2023 by renholding

The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq. As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to …

SEC Chair Speaks on New Rules Related to Security-Based Swaps

By Gary Gensler June 8, 2023 by renholding

Today [June 7], the Commission is considering adopting two final rules related to the security-based swaps markets. I am pleased to support these rules because they will enhance the integrity of the security-based swaps markets.

The 2008 financial crisis had

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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 …

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