Columbia Law School
Sky Blog
Securities Regulation
Climate Change, West Virginia v. EPA, and the SEC’s Distinctive Statutory Mandate
In March 2022, the Securities and Exchange Commission (SEC) proposed a rule that would require publicly traded companies to provide investors with various climate-related disclosures (the Proposal).[1]The rule has generated extensive debate and the SEC has received more …
Skadden Discusses SEC’s Pay Versus Performance Disclosure Rules
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named executive officers (NEOs) and the company’s financial performance. The …
ISS Discusses Five Non-U.S. Class Actions Investors Should Pay Attention To
As institutional investors know, a vast majority of shareholder related class actions take place in the United States. This is accurate in terms of both newly filed cases and settlements.
However, non-North American shareholder litigation is significantly important to investors …
How Mutual Funds Change Benchmarks to Manipulate Performance
Investors allocate capital to mutual funds based on past performance and the perception of whether a fund can “beat the market.” In fact, mutual fund companies explicitly promote their funds based on these factors, knowing that investors will respond. The …
SEC Adopts Amendments to Its Whistleblower Rules
On August 26, the Securities and Exchange Commission adopted two amendments to the rules governing its whistleblower program. The first amendment expands the circumstances where the SEC can pay whistleblowers for their information and assistance in legal actions not brought …
Insider Traders Have Found Their Way to Cryptocurrency Markets
On July 21, 2022, the U.S. Securities and Exchange Commission (SEC) commenced the first ever lawsuit charging insider trading in cryptocurrency markets. A former employee of Coinbase – a major cryptocurrency exchange – together with his brother and a friend, …
SEC Chair Gensler on Final Rule About Pay Versus Performance
Today [August 25], the Commission voted to adopt a rule requiring certain public companies to disclose information regarding their executives’ compensation and how such compensation relates to the company’s financial performance. I was pleased to support this rule—so-called “pay versus …
Baker McKenzie Discusses the Evolving Securities Legal Framework of ESG Issues
In 2021 and 2022, as the market continued to focus increasingly on environmental, social, and governance (“ESG”) issues, government financial regulators across many independent agencies strongly indicated that increased enforcement relating to ESG is on the horizon, while private plaintiffs …
Wachtell Lipton Discusses Regulating Cryptoassets With Existing Tools
For all the press lamenting the “crypto winter” and urging long-term legislative overhaul, there has not been sufficient attention to how existing regulatory tools can be employed to address some of the key risks and vulnerabilities in the current crypto …
The Interplay Between Private Meetings with Investors and Subsequent Earnings Announcements
Since the passage of Regulation Fair Disclosure, managers have increasingly met privately with investors. During these meetings, investors gather useful information by seeking managers’ feedback, pursuing a deeper understanding of publicly available information, and inquiring about company strategy. That information …
Davis Polk Discusses What’s Missing from Bipartisan Bills to Regulate Crypto
In the last few weeks, two bills with the potential to bring needed regulatory certainty to the U.S. digital asset industry were introduced in the Senate with solid bipartisan backing.
In June, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) …
Revisiting Corporate Bylaws for the Universal Proxy Era
On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a contested director election to …
SEC Chair Gensler on Proposed Joint Amendments to Form PF
Today [August 10], the Commission is considering whether to propose joint amendments with the Commodity Futures Trading Commission (CFTC) to Form PF, an important reporting tool that the Commission and the Financial Stability Oversight Council (FSOC) use, respectively, to protect
The Whistleblower Industrial Complex
How do a few dozen SEC and CFTC staffers sift through the avalanche of tips submitted under Dodd-Frank whistleblower “bounty” programs to determine which ones to investigate?
The answer: They don’t.
Using new data obtained from both agencies under the …
Sullivan & Cromwell Discusses EU’s Corporate Sustainability Reporting Requirements
European Union leaders have reached a provisional political agreement on a revised Corporate Sustainability Reporting Directive (“CSRD”) that would introduce more detailed sustainability reporting requirements for all “large” EU companies and companies with securities (including low denomination debt …
Paul Weiss Discusses Second Circuit Ruling on Liability Under Rule 10b-5(a) and (c)
SEC Chair Gensler Speaks on Re-Proposed Amendments to FINRA Membership Exemption
Today [July 29], the Commission unanimously voted to re-propose amendments to Rule 15b9-1 regarding when broker-dealers are required to register with the Financial Industry Regulatory Authority (FINRA). These amendments would cause some of the most active participants in our equity …
Gibson Dunn Discusses Shareholder Proposal Developments for the 2022 Proxy Season
Skadden Discusses Ramifications of Cryptocurrency Insider Trading Case
On July 21, 2022, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) each brought insider trading charges against a former Coinbase product manager, his brother and a close friend for using material non-public information (MNPI) to …