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Comparing Auditors’ and Users’ Materiality Judgments

By Marcus Doxey and Chez Sealy February 20, 2023 by renholding

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 …

Skadden Discusses Digital Asset Insider Trading Case

By Alexander C. Drylewski, Lara A. Flath, Steven R. Glaser, Stuart D. Levi, David Meister, Daniel Michael and Alissa M. Curran February 20, 2023 by renholding

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 …

Davis Polk on When Gaming Runs Afoul of Disclosure Controls and Whistleblower Rights

By John B. Meade, Ning Chiu, Robert A. Cohen, Michael Kaplan and Alain Kuyumjian February 17, 2023 by renholding

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.…

SEC Chair Gensler on Proposed Rules About Investment Adviser Custody

By Gary Gensler February 17, 2023 by renholding

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 …

SEC Chair Gensler Addresses New Rules on the Settlement Cycle

By Gary Gensler February 16, 2023 by renholding

Today [February 15], the Commission is considering whether to adopt amendments to important features of the clearing and settling process. I support this adoption because it will reduce latency, lower risk, and promote efficiency as well as greater liquidity in

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Skadden Discusses What New SEC Insider Trading Rules Mean for Directors

By Katherine D. (Kady) Ashley, Anita B. Bandy, Raquel Fox, Marc S. Gerber, Shalom D. Huber and Caroline S. Kim February 15, 2023 by renholding

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 …

The Effects of SEC Comment Letters on Compensation Contract Efficiency

By Rachel Geoffroy, Sophia Hamm and Brent Schmidt February 14, 2023 by renholding

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 …

What is the SEC Hiding?

By Alexander Platt February 8, 2023 by renholding

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. …

SEC Chair Gensler Speaks Before Small Business Capital Formation Advisory Committee

By Gary Gensler February 8, 2023 by renholding

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 …

Simpson Thacher Discusses Supreme Court Case on Standing and Direct-Listing Shares

By Jonathan Youngwood, Peter Kazanoff, Craig Waldman, Stephen Blake and David Elbaum February 6, 2023 by renholding

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 …

SEC Commissioner Urges Reform of Regulation D and Private Markets

By Caroline A. Crenshaw February 2, 2023 by renholding

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

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Can a Greenhouse Gas Disclosure Rule Lead to Emissions Reductions?

By Sorabh Tomar January 30, 2023 by renholding

In response to growing concern about the effects of climate change, different regions of the world have adopted mandatory greenhouse gas (GHG) disclosure rules, including Australia, the European Union, and the United Kingdom. Notably, the U.S. Securities and Exchange Commission …

Cleary Gottlieb Discusses the SEC’s Disclosure Agenda and Corporate Governance

By Helena K. Grannis and Synne D. Chapman January 27, 2023 by renholding

In 2022, public companies witnessed a new kind of corporate governance activism. New rules and regulations from the Securities and Exchange Commission (the SEC) use the lever of mandated disclosure to push for corporate governance actions, and in some cases …

John C. Coffee, Jr.: The Blaszczak Bombshell and What It Will Mean

By John C. Coffee, Jr. January 26, 2023 by renholding

United States v. Blaszczak[1] has long been a one-off case that did not fit the mold of the traditional insider trading prosecution, but now — following a 2-1 decision of the Second Circuit in December, reversing most of the …

SEC Issues Strategic Plan for Fiscal Years 2022-2026

By Gary Gensler January 26, 2023 by renholding

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Cadwalader Discusses New SEC Rule 10b5-1 Trading Plan Rules

By Erica Hogan January 25, 2023 by renholding

On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) unanimously adopted final rules adding new conditions applicable to Rule 10b5-1 trading plans and requiring disclosure of the adoption, modification or termination of Rule 10b5-1 trading plans by directors …

Davis Polk Discusses SEC Package of Equity Market Structure Proposals

By Zachary J. Zweihorn, Robert A. Cohen, Gabriel D. Rosenberg, Mary Jane Dumankaya and Tyler X. Senackerib January 24, 2023 by renholding

The SEC recently proposed a set of sweeping equity market structure reforms across four rule proposals that would make highly significant changes to how national market system (NMS) stock orders are priced, executed and reported. The proposals include:

a new

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Rethinking Cautions Accompanying Investment Predictions

By Franklin A. Gevurtz January 23, 2023 by renholding

We are constantly bombarded with warnings about dangers to our health or wellbeing. Sometimes, however, the warnings might facilitate the danger. In a new article, I show how the cautionary statements that commonly accompany predictions of corporate performance fall into …

Sullivan & Cromwell Discusses ESG Considerations for Financial Institutions in 2023

By Michelle Chen, Harshil Bansal, June Hu, Cathy Clarkin and Mark Treviño January 23, 2023 by renholding

As U.S. financial institutions assess their ESG risks, opportunities, policies and procedures for 2023, key considerations include the numerous significant ESG developments in 2022—in particular, recent proposals and initiatives announced by financial regulators with respect to climate-related risk management and …

Market Practices and the Awareness/Use Problem in Insider Trading Law

By Robert T. Miller January 17, 2023 by renholding

In a new article, I respond to an article by Professor Andrew Verstein concerning the awareness/use problem in insider-trading law. As many readers know, this problem arises because, although Rule 10b-5 prohibits persons bound by a duty of confidentiality from …

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