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Is Now the Right Time to Mandate Costly Climate Disclosure?

By Charles K. Whitehead March 29, 2022 by renholding

In August 2021, the United Nations Intergovernmental Panel on Climate Change (“IPCC”) found that “unless there are immediate, rapid and large-scale reductions in greenhouse gas emissions, limiting warming to close to [the Paris Agreement’s goal of] 1.5°C or even 2°C …

Will It Float?: The Legitimacy of the SEC’s Authority for Climate Risk Disclosures

By James D. Cox March 29, 2022 by renholding

On March 21, 2022, the SEC formally launched one of the most significant initiatives ever taken in its nearly 90-year history: proposals for disclosure of climate-related risks. (SEC, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Sec. Act. Rel. …

“Shadow Trading” Becomes Insider Trading

By Stephen J. Crimmins March 28, 2022 by renholding

On January 14, 2022, the U.S. District Court in San Francisco denied a motion to dismiss charges filed by the Securities and Exchange Commission under an expansive new theory of insider trading liability. In a matter of first impression, the …

To Remove or Not To Remove: Is that the Question in 1933 Act Securities Cases?

By Tanya Pierce March 25, 2022 by renholding

When the removal provisions of the Securities Act of 1933 (1933 Act) and the Class Action Fairness Act of 2005 (CAFA) conflict, the 1933 Act should prevail. The conflict arises in cases involving initial offerings of noncovered securities when plaintiffs …

Sullivan & Cromwell Discusses SEC’s Proposed New Cybersecurity Risk-Management Rules for Investment Advisers and Firms

By Whitney Chatterjee, Donald Crawshaw, Eric Diamond, William Farrar and Anthony Lewis March 24, 2022 by renholding

On February 9, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 (Commissioner Peirce dissenting[1]) to propose cybersecurity risk management rules and amendments for registered investment advisers, registered investment companies and business development companies (the …

The SEC’s September Enforcement Spike

By Dain C. Donelson, Matthew Kubic and Sara Toynbee March 23, 2022 by renholding

The Securities and Exchange Commission (SEC) periodically reports on its performance to the public and Congress, emphasizing metrics such as the number of enforcement actions (“cases”) filed (see, e.g., SEC, 2018, 2020). Former co-directors of the Division of Enforcement acknowledge …

SEC Chair Gensler on Proposed Mandatory Climate Risk Disclosures

By Gary Gensler March 22, 2022 by renholding

Today [March 21], the Commission is considering a proposal to mandate climate-risk disclosures by public companies. I am pleased to support today’s proposal because, if adopted, it would provide investors with consistent, comparable, and decision-useful information for making their investment

…

SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures

By Hester M. Peirce March 22, 2022 by renholding

Thank you, Chair Gensler. Many people have awaited this day with eager anticipation. I am not one of them. Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures.

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The SEC’s Proposed Cyber 8-K Disclosure

By Joshua Mitts March 17, 2022 by renholding

On March 9, 2022, the SEC proposed rules mandating cybersecurity disclosure, including a new Item 1.05 for Form 8-K, which requires current reporting of cybersecurity incidents deemed by the registrant to be material.

In a 2018 article published in the …

Cleary Gottlieb Discusses SEC’s Proposed Changes to Beneficial Ownership Reporting

By Michael Dayan, Kimberly Spoerri, Lillian Tsu, Kyle Harris and Andrew Pai March 17, 2022 by renholding

On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G.[1] The principal changes would:

accelerate

…

Time for a Broad Prophylactic against Congressional Insider Trading

By John P. Anderson March 15, 2022 by renholding

In 2011, Peter Schweizer published a book, Throw Them All Out, exposing some questionable means by which politicians manage to increase their personal wealth 50 percent faster than the average American does.

Schweizer suggested that trading on material nonpublic …

SEC Chairman Gensler Speaks Before the Investor Advisory Committee

By Gary Gensler March 11, 2022 by renholding

It’s good to be back with the Investor Advisory Committee (IAC) again. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff.

I’d like to

…

SEC Chairman Gensler Speaks on Proposal for Mandatory Cybersecurity Disclosures

By Gary Gensler March 10, 2022 by renholding

Today [March 9], the Commission is considering a proposal to mandate cybersecurity disclosures by public companies. I am pleased to support this proposal because, if adopted, it would strengthen investors’ ability to evaluate public companies’ cybersecurity practices and incident reporting.

…

SEC Commissioner Peirce Dissents on Cybersecurity Proposal

By Hester M. Peirce March 10, 2022 by renholding

Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago,[1] or public companies, as we are doing today [March 9]—is, …

Davis Polk Offers Update on SEC’s New Investment-Management Rules and Lawsuits

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sarah E. Kim and Marc J. Tobak March 8, 2022 by renholding

Rules and regulations

SEC proposes expanded cyber oversight after Gensler signals more on the way

The Securities and Exchange Commission (SEC) proposed new cybersecurity rules for investment advisers and investment companies that would require policies and procedures, annual reviews, reporting …

Cadwalader Discusses the SEC’s Regulatory Posture on Climate Risk

By Michael Ruder March 7, 2022 by renholding

Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange Commission (the “SEC”), will address such risks. …

SEC Investment-Management Chief Speaks at Investment-Adviser Conference

By William A. Birdthistle March 4, 2022 by renholding

Good morning. Thank you, Karen, for your kind introduction and for inviting me to speak today. I am delighted to join you for my first public address as the Director of the Division of Investment Management.

Let me begin, if

…

Are CEO Political Donations Linked to the Risk of SEC Enforcement Actions?

By Wenjiao Cao, James P. Naughton, Rafael Rogo and Ray Zhang March 2, 2022 by renholding

The potential for corporate campaign contributions to skew government policy has attracted considerable attention. Empirical studies generally support the notion that firms gain regulatory advantages through their involvement in the political process (e.g., Correia, 2014; Naughton, Rogo and Zheng, 2021). …

Cleary Gottlieb Discusses SEC’s BlockFi Settlement and Crypto Lending

By Robin Bergen, David Lopez, Michael Mazzuchi, Tom Bednar and Tom Standifer March 2, 2022 by renholding

On February 14, 2022, the Securities and Exchange Commission announced a settled enforcement action charging BlockFi Lending LLC (“BlockFi”) with allegedly failing to register its interest-bearing crypto lending product as a security, failing to register itself as an investment company, …

Gibson Dunn Offers 2021 Year-End Securities Litigation Update

By Craig Varnen, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell, and Mark H. Mixon, Jr. March 1, 2022 by renholding

Federal securities filings continued to slow during the second half of 2021. The volume of new securities cases filed in 2021 fell by 36% compared to 2020, and 51% compared to 2019. Nonetheless, federal and state securities laws continue to …

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