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Social Washing or Credible Communication?

By Nathan C. Goldman and Yuan Zhang November 15, 2022 by renholding

Investor demand for information about firms’ environmental, social, and governance (ESG) commitments has prompted substantial corporate disclosure of their ESG activities. However, these disclosures often raise questions of “social washing,” where firms make unsubstantiated claims or misrepresent their company as …

SEC Investment Management Chief Speaks on Regulation Outside the U.S.

By William A. Birdthistle November 15, 2022 by renholding

Good morning. Thank you, Mark, for your kind invitation to speak with you all today – and congratulations on the 25^th anniversary of this conference. I am deeply honored to be giving the Scott Friestad Memorial Keynote address, particularly

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All Stick and No Carrot? Reforming Public Offerings

By Stephen J. Choi and Adam C. Pritchard November 14, 2022 by renholding

The traditional IPO was once the dominant path to raising capital for a growing company, but challengers, most notably SPACs and direct listings, have emerged. In our essay, we argue that the regulation of public offerings should seek to facilitate …

How Companies Distract Investors When Disclosing Bad News

By Caleb Rawson, Brady J. Twedt and Jessica Watkins November 11, 2022 by renholding

SEC regulations require public firms to disclose any “material event” on a form 8-K filed within a certain time period. These events include earnings announcements, changes in an executive or director, changes in auditor and the issuance of new debt …

Insider Trading and Clinical Drug Trials

By Allan Horwich and Crista M. Brawley November 8, 2022 by renholding

For at least a quarter century, the Securities and Exchange Commission (SEC) has pursued claims of unlawful insider trading where the information at issue was material to the stock price of the sponsor of a clinical trial. In recent years, …

Issues to Consider before Mandating ESG Disclosures through Securities Regulation

By Hans B. Christensen November 4, 2022 by renholding

A recent policy innovation is the use of securities regulations to solve social challenges. It started with mine-labor-safety and conflict-minerals disclosures in the 2010 Dodd-Frank Act and continues today with the Securities and Exchange Commission (SEC) proposal to mandate climate …

SEC Chair Gensler Speaks on Enforcement

By Gary Gensler November 4, 2022 by renholding

My thanks to the Practising Law Institute and the 54^th Annual Institute on Securities Regulation. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners

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Davis Polk Discusses New SEC Rules on Fund Shareholder Reports

By Gregory S. Rowland, Michael S. Hong, Sarah E. Kim, Leor Landa and Matthew R. Silver November 3, 2022 by renholding

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new rule and form amendments (the Amendments) that require mutual funds and exchange-traded funds to (i) transmit annual and semi-annual shareholder reports that highlight certain key information such as …

A New Approach to Measuring Litigation Risk

By Antonis Kartapanis and Christopher G. Yust November 2, 2022 by renholding

Securities litigation is a major and costly source of corporate risk that can affect many aspects of companies’ operations. The task of identifying the causes and consequences of this risk is, however, challenging because researchers observe only companies that are …

Are We Seeing Double? Regulatory Overlap Between the SEC and the PCAOB

By Sarah J. Williams October 31, 2022 by renholding

The U.S. Securities and Exchange Commission (SEC) recently announced that it was initiating proceedings against a former audit partner at PricewaterhouseCoopers LLP for violating professional standards in reviewing the financial statements of Mattel, Inc. One might wonder why it is …

SEC Chair Gensler on Rules Regarding Compensation Clawbacks

By Gary Gensler October 28, 2022 by renholding

Today [October 26], the Commission is considering adopting final rules mandated by the Dodd-Frank Act regarding clawbacks of erroneously awarded incentive-based compensation. I believe that these rules, if adopted, would strengthen the transparency and quality of corporate financial statements, investor

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SEC Commissioner Peirce on Flaws in New Clawback Rules

By Hester M. Peirce October 28, 2022 by renholding

What we are doing today [October 28]—implementing the statutory clawbacks mandate—is commendable. But how we are doing it—expansively, inflexibly, and impractically—is not. Accordingly, I cannot vote to adopt this rule.

Section 954 of the Dodd-Frank Act generally requires the Commission

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When Disclosure Isn’t Enough: Evidence on Cursedness in Betting Markets

By Darren Bernard, Madi Kapparov, Sara Toynbee and John Wertz October 26, 2022 by renholding

Capital market regulation often relies on two methods: imposing restrictions on the actions of parties with private information and requiring greater transparency about these actions. The U.S. Securities and Exchange Commission’s (SEC) recent proposal targeting insider trading abuses follows this …

SEC Chair Gensler Discusses Competition and the Two SECs

By Gary Gensler October 25, 2022 by renholding

Thank you, Ken [Bentsen]. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the SEC staff.

1933 was an important year in SEC history.

No,

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Cooley Discusses Looming Trial of SEC’s Reg FD Case Against AT&T

By Cydney Posner October 21, 2022 by renholding

Reg FD cases rarely get to court, but here’s one that, barring a settlement, appears to be headed to trial. In a 129-page opinion in SEC v. AT&T, 9/08/22, the federal district court for the SDNY denied summary judgment …

Wachtell Lipton Discusses Cryptoassets and the SEC’s Mandate

By Martin Lipton, Kevin S. Schwartz, Rosemary Spaziani, David M. Adlerstein, David E. Kirk and Andrew Mun October 19, 2022 by renholding

In recent months, the SEC has been the subject of intensifying criticism regarding its role in cryptoasset regulation. While some critiques properly raise questions and engage in constructive debate, others have resorted to shrill attacks that betray a reflexively adversarial …

SEC Chief Accountant Discusses Auditors’ Responsibility for Fraud Detection

By Paul Munter October 13, 2022 by renholding

Fraud causes significant losses to investors each year.[1] Frauds that affect issuers and their investors may involve asset misappropriation, financial reporting misconduct, or, more generally, corruption. The Association of Certified Fraud Examiners (“ACFE”) estimates that organizations lose 5% …

Cooley Discusses Ruling Against SEC on Non-Enforcement of Proxy Adviser Rules

By Cydney Posner October 12, 2022 by renholding

On September 28, in an action by the National Association of Manufacturers against the SEC and Chair Gary Gensler, the U.S. District Court for the Western District of Texas held that the SEC violated the Administrative Procedure Act when, in …

Debevoise & Plimpton Discusses the SEC’s Most Recent Reg S-P Enforcement Action

By Avi Gesser, Kristin Snyder, Erez Liebermann, Charu Chandrasekhar and Johanna Skrzypczyk October 7, 2022 by renholding

On September 20, 2022, the SEC announced settled charges and the imposition of a $35 million penalty against a dually registered investment adviser and broker-dealer (the “Firm”) for violations of Regulation S-P (“Reg S-P”). The SEC found that the Firm …

Gibson Dunn Offers 2022 Mid-Year Securities Litigation Update

By Craig Varnen, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell, and Mark H. Mixon, Jr. October 6, 2022 by renholding

The number of securities lawsuits filed since January has remained steady compared to the first half of 2021. We have already seen many notable developments in securities law this year. This mid-year update provides an overview of the major developments …

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