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How Material Are Disclosures in Annual Reports?

By Jenna D’Adduzio January 22, 2021 by renholding

The Financial Accounting Standards Board (FASB) and the Securities Exchange Commission (SEC) (collectively, “regulators”) have expressed concern over “disclosure overload,” or the concern that the sheer volume of disclosure in annual reports makes it difficult for investors to identify and …

Morrison & Foerster Discusses U.S. Treasury Sanctions on Chinese Military Companies

By John Smith, Chen Zhu, Jiang Liu, John Carlin and Kristofer Readling January 20, 2021 by Nisha Chandra

On December 28, 2020, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued five new frequently asked questions (“FAQs”) that clarify the scope of Executive Order (“E.O.”) 13959, the basis for …

The Index-Fund Dilemma: An Empirical Study of the Lending-Voting Tradeoff

By Edwin Hu, Joshua Mitts and Haley Sylvester January 19, 2021 by renholding

The future of corporate stewardship – and therefore corporate governance – rests in the hands of a few large institutional investors.[1] Questions of whether these funds have the necessary incentives to pursue stewardship have set off an explosion of …

Goodwin Procter Discusses SEC Statement on Custody of Digital Asset Securities

By Nicholas J. Losurdo, Peter W. LaVigne and Jana Steenholdt January 13, 2021 by Nisha Chandra

Christmas came early for many in the digital asset community by way of a statement from the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on December 23, 2020 that grants relief in the area of broker “custody” of digital …

Regulatory Costs of Being Public: Evidence from Bunching Estimation

By Michael Ewens, Kairong Xiao and Ting Xu January 8, 2021 by renholding

Disclosure and internal governance regulations are, along with accounting rules, distinguishing features of the public firm. Deregulation agendas such as those of the Trump administration typically assume that many regulations on public firms have imposed high compliance costs. Such arguments …

Pandemic Disclosures: Covid-19 as a “Current Market Condition” for Mutual Funds

By Anne M. Tucker, Yusen Xia and Susan Navarro Smelcer January 5, 2021 by renholding

What constitutes a “current market condition” that mutual funds are required by SEC regulations to disclose? Current market condition risks arise because of changing market conditions that can affect investment performance. For some U.S.-registered funds, Covid-19 is prompting …

Paul Weiss Discusses SEC Guidance on Disclosure by SPACs

By Mark S. Bergman, John C. Kennedy, Raphael M. Russo, and David Curtiss January 5, 2021 by renholding

The Staff of the Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies (available here). This guidance highlights disclosure considerations for SPACs at both the IPO and business combination stages, with a …

Securities Regulation in Cryptoasset Markets: A Cost-Benefit Analysis

By Yuliya Guseva January 4, 2021 by renholding

Rapid technological innovation over the past five years has created unprecedented opportunities for entrepreneurs – often outside the world of traditional finance and capital markets. Cryptoassets, for example, may prove to be socially beneficial tools for enabling entrepreneurs to more …

The Lowdown on SEC Approval of the NYSE Primary Direct Listing Proposal

By Anat Alon-Beck, Robert Rapp and John Livingstone December 24, 2020 by renholding

Direct listings, the most promising disruptor of IPOs, received a significant boost this week, thanks to the U.S. Securities and Exchange Commission (SEC) ruling on a petition from the Council of Institutional Investors.

Most common in the tech industry, direct …

Chairman Clayton’s Farewell to the SEC

By Jay Clayton December 24, 2020 by renholding

I recently submitted a letter to President Donald J. Trump informing him that today, December 23, 2020, will be my last day as Chairman of the Securities and Exchange Commission. The text of the letter is included below.

I again

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Paul Weiss Discusses Defense Spending Bill With Provisions Expanding SEC Disgorgement

By Brad S. Karp, Susanna M. Buergel, Jane B. O’Brien, Walter Rieman and Daniel S. Sinnreich December 22, 2020 by renholding

On December 11, 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021, H.R. 6395 (the “NDAA”). The $740.5 billion bill includes language amending the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the SEC with …

Weil Gotshal Discusses Supreme Court’s Upcoming Class Certification Case

By Joseph S. Allerhand, Stacy Nettleton and Joshua M. Glasser December 21, 2020 by Nisha Chandra

On Friday night, December 11, 2020, tucked below its order denying Texas’s bid to overturn the results of the Presidential election, the U.S. Supreme Court agreed to review what petitioners Goldman Sachs Group, Inc. and its former top executives (“Goldman”) …

Paul Weiss Discusses SEC Proposal to Permit Offering Gig Workers Equity Compensation

By Mark S. Bergman, Brian M. Janson, John C. Kennedy, Jean M. McLoughlin and Lawrence I. Witdorchic December 18, 2020 by Nisha Chandra

The SEC has proposed amendments that would permit, for a temporary five-year trial period, companies to offer equity compensation to “platform workers” (gig economy workers who provide services by means of an internet or other technology based marketplace platform) under …

SEC Chair Speaks on Resource Extraction Disclosure Rules

By Jay Clayton December 17, 2020 by renholding

Today [December 16], we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act. In 2010, Section 1504 added Section 13(q) to the Securities Exchange Act of 1934, which directed the Commission to

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A Tale of Two Enforcement Venues: Why the SEC’s Choice of Where to File Cases Matters

By Xin Zheng December 11, 2020 by renholding

The Dodd-Frank Act of 2010 allows the Securities and Exchange Commission (SEC) to bring enforcement actions and impose civil penalties in administrative proceedings as alternatives to federal district courts. Some argue that this gives the SEC a “home-court” advantage. For …

SEC Chairman Speaks on Revised Rules for Disseminating Market Data

By Jay Clayton December 10, 2020 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on December 9, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to adopt amendments to Regulation NMS to

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Insider Trading and Strategic Disclosure

By Joshua Mitts December 9, 2020 by renholding

With COVID-19 cases rising rapidly around the world, Pfizer’s announcement on November 9, 2020, that its coronavirus vaccine was highly effective in early trials offered a rare bright spot for the coming winter.[1] But the news was soon dampened …

O’Melveny & Myers Discusses the SEC’s Most Recent No-Action Letter on Digital Assets

By Eric Sibbitt, Robert Plesnarski and Sydney Ryan December 7, 2020 by Nisha Chandra

On Wednesday, November 18, 2020, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC” or the “Commission”) took another step forward for crypto regulation by granting a no-action letter to IMVU, Inc. …

Skadden Discusses California Decision Upholding Uber’s Federal Forum Charter Provision

By Peter B. Morrison, Virginia Milstead and Zachary Faigen December 4, 2020 by Nisha Chandra

A California state court dismissed a putative securities fraud class action against Uber, as well as certain individuals and underwriters, on the grounds of inconvenient forum, holding that the federal forum selection provision (FFP) in Uber’s charter was valid and

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Morgan Lewis Discusses SEC Guidance on Disclosure for China-Based Issuers

By Sean M. Donahue and David A. Sirignano December 3, 2020 by renholding

The SEC Division of Corporation Finance has provided its views regarding certain disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China.

The US Securities and Exchange Commission (SEC) recognizes the …

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