Securities Regulation

SEC Chair Gensler Speaks on Plans to Overhaul Stock Trading

By Gary Gensler June 9, 2022 by renholding

Thank you, Rich (Repetto), for that kind introduction. It is good to be with you again. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the

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Don’t Forget the “G” in ESG: The SEC and Corporate Governance Disclosure

By Jennifer O’Hare June 8, 2022 by renholding

In March 2022, the SEC proposed rules (the “Proposed Rules”) that, if adopted, will require public companies to include extensive climate-related disclosures in their periodic reports.[1]  According to the SEC, this disclosure will help investors “make informed judgments about …

Universal Proxy Cards and the 67 Percent Solution

By Michael R. Levin June 7, 2022 by renholding

The upcoming Universal Proxy Card (UPC) presents activist investors with only one potentially significant new burden: solicit two-thirds of the shares in a proxy contest at a portfolio company. Everything else in the new rule, including the new proxy card …

SEC Chair Gensler on ESG Disclosures Proposal

By Gary Gensler May 27, 2022 by renholding

Today [May 25], the Commission is considering a proposal to improve disclosures by certain investment advisers and funds that purport to take Environmental, Social, and Governance (ESG) factors into consideration when making investing decisions. I am pleased to support this

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SEC Commissioner Peirce on ESG Disclosures Proposal

By Hester M. Peirce May 27, 2022 by renholding

Thank you, Mr. Chair. A key impetus for today’s [May 25’s] rulemaking[1] is a legitimate concern about the practice of greenwashing by investment advisers and investment companies. This concern is real because advisers can mint money by calling their

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Katten Discusses Shareholder Litigation Risk in an Unstable Geopolitical Environment

By Richard Zelichov and Trevor T. Garmey May 26, 2022 by renholding

Over the past two years, U.S. public companies faced an unpredictable risk environment.  Two geopolitical crises – the Covid-19 pandemic, and the Russian invasion of Ukraine – strained international supply chains and destabilized financial markets.

It is tempting to view …

Sullivan & Cromwell Discusses Recent Rulings’ Effects on SEC Use of Administrative Forum

By Sullivan & Cromwell May 25, 2022 by renholding

Two cases—one recently accepted for review by the Supreme Court, and another recently decided by the Court of Appeals for the Fifth Circuit—could change the manner in which the SEC brings enforcement actions against those accused of violating federal securities …

SEC Chair Gensler Testifies Before U.S. House Financial Services Subcommittee

By Gary Gensler May 19, 2022 by renholding

Good morning, Chairman Quigley, Ranking Member Womack, and members of the Subcommittee. I’m honored to appear before you for the second time as Chair of the Securities and Exchange Commission. It is good to be here alongside Federal Trade Commission

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Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China

By Warren Bailey, Hui Ma, Rongli Yuan and Hong Zou May 18, 2022 by renholding

Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and …

SEC Enforcement Chief Speaks on Delays of Defense Counsel

By Gurbir Grewal May 17, 2022 by renholding

Ordinarily at an event like this one, I’d speak about all the ways in which we are working to protect investors, including our increased focus on the private fund space, the additional resources we’ve committed to our Crypto Assets and …

Debevoise & Plimpton Discusses SEC Guidance on Ukraine Disclosure Obligations

By Satish M. Kini, Paul M. Rodel, James C. Scoville, Robert T. Dura and Isabel Espinosa de los Reyes May 16, 2022 by renholding

On May 3, 2022, the Division of Corporation Finance (“CorpFin”) of the U.S. Securities and Exchange Commission (“SEC”) provided guidance to companies of their disclosure obligations with respect to the direct or indirect impact that Russia’s invasion of Ukraine and …

SEC Chair Gensler Talks Security-Based Swaps Market to ISDA

By Gary Gensler May 12, 2022 by renholding

Thank you for the kind introduction. It’s good to be back with the International Swaps and Derivatives Association (ISDA) again.

As is customary, I’d like to note that I’m not speaking on behalf of my fellow Commissioners or the SEC

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Does Going Private Affect Peer Firms’ Disclosures?

By Lisa A. Hinson and Jeffery Piao May 11, 2022 by renholding

Disclosure by publicly listed companies provides critical information to the capital markets and benefits not only firms’ stakeholders but also the overall economy (e.g., Badertscher et al. 2013; Shroff et al. 2017; Barrios et al. 2021). However, the number of …

SEC Chair Gensler Speaks at Conference on Financial Market Regulation

By Gary Gensler May 9, 2022 by renholding

The field of economic research is central to our work at the SEC. It helps shape every aspect of our policymaking, from the early design phase to the proposing releases to the consideration of public comments to the adopting releases.

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Do IPOs of Companies with an Innovative “Up-C” Structure Harm Public Shareholders?

By Mary Brooke Billings, Kevin Hsueh, Melissa F. Lewis-Western and Gladriel Shobe May 4, 2022 by renholding

The umbrella partnership corporation (“Up-C”) IPO structure allows an entity taxed as a partnership to go public by creating a shell corporation that sits above, and whose sole asset is units of, the historic partnership.  Unlike a traditional IPO where …

Debevoise & Plimpton Discusses SEC’s Proposed SPAC Rules and Investment Banks

By Christopher Anthony, Andrew L. Bab, Morgan J. Hayes, William D. Regner and Gregory V. Gooding May 2, 2022 by renholding

The new rules relating to special purpose acquisition companies proposed by the Securities and Exchange Commission on March 30, 2022, would, if adopted, have far-reaching effects on investment banks involved in business combination transactions involving SPACs. The proposed rules aim …

SEC Commissioner Speaks on IPOs and the Rise of SPACs

By Caroline A. Crenshaw April 29, 2022 by renholding

Thank you Hal [Scott] for that kind introduction and for inviting me to speak today. I am honored to precede such an esteemed panel of practitioners and academics. As always, I must give my standard disclaimer that my remarks are

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SEC Chair Gensler Speaks on U.S. Bond Market

By Gary Gensler April 27, 2022 by renholding

Thank you. It’s good to be with City Week again. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of the Commission or SEC staff.

Since we are in

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Debevoise & Plimpton Discusses SEC Enforcement Action Highlighting Whistleblower-Related Rules

By Kara Brockmeyer, Arian June, Julie Riewe, Jonathan Tuttle and Stephen Petraeus April 26, 2022 by renholding

On April 12, the Securities and Exchange Commission (the “SEC” or the “Commission”) announced settled charges against David Hansen, the co-founder and former Chief Information Officer of a Las Vegas technology company, for violations of Rule 21F-17(a). In settling the …

Sullivan & Cromwell Discusses the Implications for Financial Institutions of Proposed SEC Climate Disclosure Rules

By Michelle Chen, Marc Trevino, Rod Gilman, June Hu and Aaron Levine April 22, 2022 by renholding

On March 21, 2022, the Securities and Exchange Commission proposed, in a 510-page release, climate-related disclosure rules for public companies. Although the proposed rules do not impose industry-specific requirements, in certain areas they would have a particularly significantly impact …