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Davis Polk Discusses Developments in Regulation Related to Private Equity

By Gregory S. Rowland, Leor Landa, Michael S. Hong, Lee Hochbaum and Sarah E. Kim February 7, 2022 by renholding

Rules and regulations

SEC proposes amendments to bolster private fund reporting

On January 26, 2022, the Securities and Exchange Commission (SEC) voted to propose certain amendments to Form PF designed to facilitate the SEC’s oversight of private fund advisers and …

Do Firms Redact Information from Material Contracts to Conceal Bad News?

By Dichu Bao, Yongtae Kim and Lixin (Nancy) Su February 4, 2022 by renholding

The Securities and Exchange Commission (SEC) regulates and monitors companies to increase transparency and protect investors. The securities laws consider the companies’ interests and allow them to make requests to redact certain information in SEC filings and not publicly disclose …

Skadden Discusses How New SEC Standards May Prompt Rise in Climate-Related Securities Suits

By Virginia Milstead and Sophie M. Mancall-Bitel February 4, 2022 by renholding

In 2010, the Securities and Exchange Commission (SEC) provided public companies with interpretive guidance on existing SEC disclosure requirements as they applied to climate change developments. The guidance did not alter disclosure requirements but suggested that, under the existing framework, …

Karmel’s Dissent: The SEC’s Use and Occasional Misuse of Reports of Investigation

By James J. Park January 28, 2022 by renholding

A small number of investigations by the Securities and Exchange Commission (SEC) end with the filing of a report rather than a complaint or administrative order. Section 21(a) of the Securities Exchange Act of 1934 authorizes the SEC “to publish …

Fintech SPACs Have Been Swimming Naked – and the Tide Is Going Out

By Todd H. Baker January 27, 2022 by renholding

Acorns Grow Inc., the financial technology and investing startup, said last week that it was abandoning its $2.2 billion merger with SPAC Pioneer Merger Corp., putting itself on the hook for a $17.5 million termination fee. Coming almost eight months …

SEC Chair Gensler Speaks on Rules Covering Government Securities Alternative Trading Systems

By Gary Gensler January 27, 2022 by renholding

Today [January 26], the Commission is considering amendments to include significant Treasury markets platforms within Regulation ATS. I support these amendments because, if adopted, they would help promote resiliency and greater access in the Treasury market. We’re also considering modernizing

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SEC Commissioner Peirce Dissents on Proposal to Amend Regulation ATS

By Hester M. Peirce January 27, 2022 by renholding

Events in the U.S. Treasury market (as well as the related repo market) over the past several years strongly suggest that the market for government securities suffers from inadequate levels of intermediation, liquidity, and transparency that in times of stress

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Do Companies Lobby Against Mandatory Disclosure to Protect Proprietary Information?

By Ying Zhou January 26, 2022 by renholding

Critics of mandatory public disclosure often argue that it may put disclosing firms at a competitive disadvantage by requiring them to reveal potentially proprietary information to rivals. For instance, when the Financial Accounting Standards Board (FASB) proposed to mandate more …

SEC Chair Gensler Speaks on Cybersecurity and Securities Laws

By Gary Gensler January 26, 2022 by renholding

Thank you. It’s good to be with the Annual Securities Regulation Institute. As is customary, I’d like to note that my remarks are my own, and I’m not speaking on behalf of the Commission or SEC staff.

As some of

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Climate-Risk Disclosures and “Dirty Energy” Transfers: “Progress” Through Evasion

By John C. Coffee, Jr. January 25, 2022 by renholding

At first glance, recent progress towards transparency in corporate climate-risk disclosures seems exceptional. Over 2,000 companies now publish annual reports showing their carbon emissions data (although most self-interestedly omit Scope 3 data). Many (including most recently ExxonMobil) have made a …

Latham & Watkins Discusses Stricter SEC Requirements for the Rule 10b5-1 Affirmative Defense

By Joel H. Trotter, Stephen P. Wink, Naim Culhaci and Deric Behar January 24, 2022 by renholding

On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set of proposed amendments (the Proposal) regarding the adoption of trading plans that qualify for the affirmative defense against liability for trading on the basis of material non-public …

SEC Chair Gensler Speaks on How to Make Securities Regulation Dynamic

By Gary Gensler January 21, 2022 by renholding

Thank you for the kind introduction. 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 share with you all that we

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It’s Time to Regulate Stablecoins as Deposits and Require Their Issuers to Be FDIC-Insured Banks

By Arthur E. Wilmarth, Jr. January 17, 2022 by renholding

In November 2021, the President’s Working Group on Financial Markets (PWG) issued a report analyzing the rapid expansion and growing risks of the stablecoin market.[1] Stablecoins are digital assets that claim to maintain a “stable” value with reference to …

Informed Options Trading Before FDA Approves Drugs May Be Growing Problem

By Zekun Wu, Paul Borochin and Joseph H. Golec January 11, 2022 by renholding

The Food and Drug Administration (FDA) appoints drug experts to drug advisory committees (ACs) that make approval or rejection recommendations for about half of all new drugs (usually the unique ones, such as Covid vaccines). The experts receive nonpublic technical …

Mandatory Corporate Climate Disclosures: Now, but How?

By John Armour, Luca Enriques and Thom Wetzer January 10, 2022 by renholding

Climate change is one of today’s most salient policy challenges. Under the Paris Agreement, 195 governments agreed to limit temperature increases to well below 2, preferably 1.5, degrees centigrade relative to pre-industrial levels. Since the magnitude of global warming is …

How Does Better Access to Public Firm Disclosures Affect IPO Firm Financing?

By Shawn Shi January 7, 2022 by renholding

Financial markets affect the economy in a fundamental way by facilitating the creation of capital. The market for initial public offerings (IPO) – also known as the “primary market” – is especially important because it allows fast-growing and innovative companies …

Does SEC Scrutiny Improve Mutual Fund Disclosures?

By Kai Du and Shuyang Wang January 5, 2022 by renholding

Millions of investors rely on the disclosures of U.S. registered mutual funds in making their investment decisions, but some of the most influential industry opinion leaders and legal scholars have criticized the quality of those disclosures. Like public companies, mutual …

Corporate Disclosure: Facts or Opinions?

By Shimon Kogan and Vitaly Meursault January 3, 2022 by renholding

When it comes to financial disclosure, headline numbers are not all that matters. Equally important are what company executives talk about – and even how they talk about it. A large and growing body of literature in finance and accounting …

ISS Discusses Shareholder Class Action Settlements in 2021

By Jeff Lubitz December 22, 2021 by renholding

As the world will soon reflect on two full years of living through the COVID pandemic, the pace of shareholder-related class action settlements continue to bring significant recoveries back to harmed investors.

In fact, according to ISS Securities Class Action

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Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

By Xinyi Mao December 17, 2021 by renholding

In September 2020, the Securities and Exchange Commission amended Rule 14a-8 of the Securities Exchange Act to increase the eligibility requirements for a shareholder to submit proposals.[1] Rule 14a-8, also called the shareholder proposal rule, governs when a company …

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