Columbia Law School
Sky Blog
Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1] Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives. What does this
Securities Regulation
Securities Regulation and Class Warfare
In a new article, I examine the regulatory goals of creating “fair, orderly, and efficient” securities markets in light of the recent issues involving trading in the shares of GameStop Corp. (GME) through the broker-dealer firm Robinhood Financial LLC. The …
What Do the Data Reveal About (the Absence of Black) Financial Regulators?
As has been remarked many times, yet still never enough, Black history is America’s history – and if anything, financial regulation proves the point. When calamity hits the stock market, Black people feel it too, if not always in terms …
Davis Polk Discusses SEC No-Action Statement on Custody of Digital Asset Securities
A recent SEC conditional no-action position (the “No-Action Statement”) has further opened the regulatory door to trading of digital asset securities (“DAS”), by allowing certain limited purpose DAS-only broker-dealers to maintain custody of these securities on …
Private Company Lies
Rule 10b-5, the federal antifraud catch-all, applies to both public and private company securities. Yet the voluminous case law, and the related scholarly literature, has focused primarily on public corporations and markets.
This state of the world sufficed for …
Gibson Dunn Offers 2020 Year-End Securities Litigation Update
Notwithstanding the ongoing spread of COVID-19 and unprecedented changes in daily life and the economy, the second half of 2020 marched on to the steady drumbeat of securities-related lawsuits we have observed in recent years, including securities class and stockholder …
Shareholder Monitoring and Discretionary Disclosure
Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …
King & Spalding Discusses Takeaways from GameStop
The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.
The meme …
King & Spalding Discusses SEC’s Potential Focus During Biden Administration
For the next several weeks and months, intense focus will be trained on determining the priorities of the Biden administration. We believe that at the Securities and Exchange Commission (“SEC”), the new administration will ramp up examinations and investigations of …
The Duty to Disclose Inside Information: The Subtle Relationships Within the European Market Abuse Regulation
In our recent paper we discuss the European regime governing the disclosure of inside information. In particular, we try to find an answer to the question of which duties of the disclosure regime have been violated in two situations: where …
Cahill Gordon Discusses SEC Action Against Cheesecake Factory for Misleading COVID-19 Disclosures
On December 4, 2020, the Securities and Exchange Commission announced that it had settled charges against The Cheesecake Factory for making material misstatements concerning the impact of COVID-19 on its business operations and financial condition.[1] The settlement resolved charges …
Game Over: How Best to Regulate Betting on Wall Street
What a difference a week makes! Almost two weeks ago, the frenzied discussion of GameStop assumed that a proletarian revolution was in progress, that the masses had organized themselves through Reddit and Robinhood, and that they were marching on the …
Orrick Discusses SEC’s Recent Whistleblower Program Amendments
On January 13, 2021, prominent whistleblower attorney and a principal architect of the Dodd-Frank Act whistleblower program, Jordan A. Thomas, filed a complaint against the U.S. Securities and Exchange Commission (“SEC” or “Commission”) seeking a declaratory judgment that certain …
Latham & Watkins Looks Back at Digital Asset Regulation in 2020
Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …
Why Judges Need to Speak Out About Problems in the Administration of Justice
The Code of Conduct for United States Judges affirmatively encourages federal judges to engage in those extrajudicial activities, such as writing articles, that are intended to help improve the administration of law. But for most of my first two decades …
A Reddit Rebellion in the Robinhood Era
For over a decade, hedge funds and other sophisticated traders have taken advantage of ordinary Americans who sought to share in the rewards of entrepreneurship and economic growth by investing in public companies. My research has identified tens of billions …
Addressing ESG in 2021: Who Is in Charge?
Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …
Latham & Watkins Discusses Digital Asset Regulations of 2020
Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …
How Scrutinizing Honest Managers Encourages Earnings Management
Research in finance and accounting consistently documents that a significant number of managers overstate reported earnings when true earnings miss a benchmark [1]. Managers face strong incentives to meet and beat important earnings thresholds, such as the analyst consensus forecast …
The Backlash Against Chinese-Company Listings on U.S. Exchanges Has a Long History
The reach of American law has recently entered familiar territory: listings of international companies on U.S. exchanges. Yet the listings of Chinese companies have in particular prompted a backlash. I want to shed some light on the situation – and …