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Biden and the SEC: Some Possible Agendas

By John C. Coffee, Jr. December 2, 2020 by renholding

This is the gossip season, and almost everyone has heard a rumor about who will be the next chair of the SEC. Although I was interviewed by the Biden transition team (for my views, not as a candidate), my sources …

Financial Regulators Offer Update on Audit Quality in Emerging Markets

By Jay Clayton, Sagar Teotia and William D. Duhnke III November 25, 2020 by renholding

Over the past several years, the exposure of U.S. investors and our capital markets to companies with significant operations in emerging markets, including China, has increased.[1] This increased exposure carries with it a number of significant risks and challenges,

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Crypto-Enforcement Around the World

By Douglas S. Eakeley and Yuliya Guseva November 24, 2020 by renholding

The market for cryptoassets is burgeoning, as distributed ledger technology transforms capital and financial markets. With the extraordinary growth in the crypto-markets comes the need for regulation to promote efficiency, capital formation, and innovation while protecting investors. With the need …

Chairman Clayton Speaks on Putting Principles into Practice: the SEC from 2017-2020

By Jay Clayton November 20, 2020 by renholding

It is wonderful to be back with the Economic Club of New York. You are a sophisticated, experienced, outcome-oriented, tough and fair audience, interested in economic and wage growth and improving our society more generally. Just the way it should

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Beyond “Going Dark:” The SEC’s 13F Proposal and Hedge Fund Activism

By Alexander I. Platt November 4, 2020 by renholding

This past summer, the Securities and Exchange Commission (SEC) proposed eliminating quarterly disclosures for 90 percent of institutional investment managers by raising the reporting threshold under Section 13F of the Exchange Act from $100 million to $3.5 billion. The proposal …

SEC Chair Speaks on Simplifying Exempt Offering Framework

By Jay Clayton November 3, 2020 by renholding

Today [November 2] we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The recommended amendments reflect a

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SEC Chair Clayton Speaks on Regulations for Funds’ Use of Derivatives

By Jay Clayton October 29, 2020 by renholding

Today [October 28], we are considering a new rule to provide an updated and comprehensive regulatory framework for the use of derivatives by registered investment funds, including mutual funds and exchange traded funds (ETFs). I have spoken before on the

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SEC Officials Issue Joint Statement on Complex Financial Products and Retail Investors

By Jay Clayton, Dalia Blass, William Hinman and Brett Redfearn October 29, 2020 by renholding

Retail investors have a wide array of investment options available to them, including an increasing number and type of investment products that are more complex than conventional stock and bond investments.[1] These complex products may be exchange-traded or sold

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SEC Chairman Clayton Addresses Regulation Best Interest and Form CRS

By Jay Clayton October 28, 2020 by renholding

Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS.[1] We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the

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Fenwick & West Discusses Mitigating Class Action Litigation Risk for SPAC Transactions

By Jay Pomerantz, Marie Bafus, David Michaels and Nicolas Dumont October 26, 2020 by Nisha Chandra

Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to shareholder securities class actions. Inevitably, securities class actions will …

The Deterrent Effect of Whistleblowing on Insider Trading

By Jacob Raleigh October 23, 2020 by renholding

One of the many significant reforms enacted in The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 was the creation of a whistleblower bounty program within the SEC. The program increased monetary rewards for whistleblowing and provided protections …

Davis Polk Discusses SEC Rebuke Over Stock Buybacks Under 10b5-1 Plan

By Maurice Blanco, Robert Cohen, Joseph Hall, Michael Kaplan and Richard Truesdell October 22, 2020 by renholding

On October 15, the SEC announced a settlement stemming from a company’s series of stock buybacks undertaken pursuant to a Rule 10b5-1 plan. Although the SEC concluded that the company initiated the 10b5-1 plan at a time when it possessed …

How SEC Enforcement Affects Insider Leakage

By Sid Ghoshal, Martin Bengtzen and Stephen Roberts October 20, 2020 by renholding

In 2012, Mary L. Schapiro, the chairwoman of the Securities and Exchange Commission, argued that market participants had “short memories” and that the SEC as a result had to take regular enforcement actions “so that people don’t forget that they …

Latham & Watkins Discusses SEC Proposal of Safe Harbor Framework for Unregistered Finders

By Dana G. Fleischman, Stephen P. Wink, Gail S. Neely, Naim Culhaci and Deric Behar October 20, 2020 by renholding

On October 7, 2020, the US Securities and Exchange Commission (SEC) issued a Notice of Proposed Exemptive Order Granting Conditional Exemption from the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of …

Short Sellers and Plaintiffs’ Firms: A Symbiotic Ecosystem

By Joshua Mitts October 14, 2020 by renholding

On October 8, 2020, in In re BofI Securities Litigation, the United States Court of Appeals for the Ninth Circuit reversed the district court’s finding that the plaintiffs had not adequately alleged loss causation when claiming that BofI Holding portrayed …

Cleary Gottlieb Discusses Why Second Circuit Should Abandon “Core Operations” Doctrine

By Jared Gerber, Kayla Rooney and Brad Lenox October 13, 2020 by renholding

In the Private Securities Litigation Reform Act of 1995, Congress imposed heightened pleading standards on securities fraud claims in order to discourage the filing of unmeritorious litigation.[1] Key among these standards are the dual requirements that a complaint “state …

Cleary Gottlieb Discusses the Morrison Decision, 10 Years On

By Jared Gerber, Roger Cooper and Andy Bernstein October 12, 2020 by renholding

Ten years ago, the U.S. Supreme Court issued its landmark decision in Morrison v. National Australia Bank Ltd., which limited the extraterritorial application of the federal securities laws in order to prevent the United States from becoming “the Shangri-La of …

SEC Chair Speaks on FY 2020 Results

By Jay Clayton October 9, 2020 by renholding

Thank you, Stephanie [Avakian], for that kind introduction. I am pleased that this annual event can continue in our new virtual environment. Thank you all for taking the time to participate today and for your continued interest in the work

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Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism

By Frederick Alexander October 8, 2020 by renholding

On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …

Jones Day Discusses Shareholder Lawsuits Concerning Diversity

By Nina Yadava, John C. Tang, Robert M. Tiefenbrun and Glenn R. McGillivray October 5, 2020 by Nisha Chandra

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity. To date, the lawsuits have been filed …

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