Securities Regulation

Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

By Bernard S. Sharfman February 19, 2020 by renholding

The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …

Petition for Rulemaking on Short and Distort

By John C. Coffee, Jr. and Joshua Mitts February 18, 2020 by renholding

Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles.  But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …

Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures

By Sandra Flow, Nicolas Grabar, Jeffrey D. Karpf and Rosa Parmose February 12, 2020 by Avesh Krishna

On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings.  The statements evidence some debate within the SEC on this topic, which has attracted considerable recent …

SEC Commissioner Peirce Offers Proposal to Fill Gap Between Regulation and Decentralization

By Hester M. Peirce February 11, 2020 by renholding

I appreciate the opportunity to be with all of you today.  Before beginning, I have to remind you that the views I express are my own and do not necessarily represent those of the Securities and Exchange Commission or my

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Recent Trends in SEC Penalties Against Public Companies

By David Rosenfeld February 10, 2020 by renholding

Over the past 20 years, civil penalties have become an increasingly important part of the SEC’s enforcement program.  The agency frequently imposes large monetary penalties, highlights those penalties in press releases, and touts them in end-of-year statistics.  Civil penalties are …

How the SEC Modernized Regulation of Exchange-Traded Funds and the Task Ahead

By Georges Ugeux February 6, 2020 by renholding

On September 26, 2019, the SEC released the much-anticipated new rule and form amendments designed to modernize the regulation of Exchange-Traded Funds (ETFs).[1] Rule 6c-11 under the Investment Company Act permits ETFs that satisfy certain conditions to operate without …

Cadwalader Reviews Securitization Litigation and Regulation for 2019

By Jason Halper, Jonathan Watkins, Aaron Lang and Ailsa Chau February 5, 2020 by renholding

There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect.  A number of cases have called into question firmly rooted practices …

Law Professors Urge SEC to Revise Proxy Adviser Proposal

By Yoon-Ho Alex Lee, Matthew Spitzer and Eric Talley February 4, 2020 by renholding

We write as legal scholars and economists who conduct research and teach in areas of corporate law, securities law, and administrative law. In addition, one of us has previously worked at the Securities and Exchange Commission (“Commission”) as a financial …

Insider Trading and Undisclosed SEC Probes

By Terrence Blackburne, John D. Kepler, Phillip J. Quinn and Daniel J. Taylor February 3, 2020 by renholding

The U.S. Securities and Exchange Commission (SEC) has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. SEC investigations and enforcement actions play a critical role in carrying out each of these objectives. …

SEC Chair Clayton on Proposed Amendments to Volcker Rule and Disclosure Items

By Jay Clayton January 31, 2020 by renholding

Volcker Rule

Today, the Commission joined the Federal Reserve, OCC, FDIC and CFTC in proposing additional amendments to the implementing regulations under section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule.”[1]  The proposed amendments,

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Bharara Task Force on Insider Trading Issues Its Report

By Preet Bharara, Joon H. Kim, John C. Coffee, Jr., Katherine R. Goldstein, Joseph A. Grundfest, Melinda Haag, Joan E. McKown and Jed S. Rakoff January 28, 2020 by renholding

Executive Summary

For too long, insider trading law has lacked clarity, generated confusion, and failed to keep up with the times.  Without a statute specifically directed at insider trading, the law has developed through a series of fact-specific court decisions …

The Difference in the Informativeness of Positive and Negative Stock Returns

By Eli Amir, Shai Levi and Roy Zuckerman January 22, 2020 by renholding

We show that positive daily stock returns contain more information on the long-term change in stock value than do negative daily stock returns that are noisier on average and more prone to subsequent reversals. This difference in the informativeness of …

Corporate Governance for Regulation A+ Issuers

By Michael Friedman January 20, 2020 by renholding

Regulation A+, an exemption from registration that took effect in 2015 and allows small companies to issue stock to the general public, presents interesting questions of corporate governance.

The maximum offering size of $50 million means that most Reg A+ …

SEC Chair Clayton Speaks at Inaugural Meeting of Asset Management Advisory Committee

By Jay Clayton January 16, 2020 by renholding

I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”[1] I apologize that I am not there to speak to you in

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Skadden Discusses Proposed SEC Amendments to Auditor Independence Rules

By Charles F. Smith and Andrew J. Fuchs January 14, 2020 by renholding

On December 30, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to its auditor independence requirements. Comments on the proposed amendments will be due 60 days after publication in the federal register, meaning comments likely will be due …

Insider Trading: “Blaszczak” Continues the Siege of “Dirks”

By Andrew Vollmer January 13, 2020 by renholding

A major issue in United States v. Blaszczak, 2019 WL 7289753 (2d Cir.), was whether the government needed to prove the elements of a Rule 10b-5 tipping violation from Dirks v. SEC, 463 U.S. 646 (1983), when charging …

Gibson Dunn Offers 2019 Year-End FCPA Update

By F. Joseph Warin, John Chesley and Christopher Sullivan January 13, 2020 by renholding

2019 was, by many measures, the most significant year ever in Foreign Corrupt Practices Act (“FCPA”) enforcement. More than $2.6 billion in corporate fines sets a new high-water mark, driven by the two largest corporate resolutions in the statute’s history. …

Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …

SEC Chair Clayton Addresses Proposed Order on Access to Equity Market Data

By Jay Clayton January 9, 2020 by renholding

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act.  The Commission today will consider a staff recommendation to issue for public comment a Proposed

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SEC Commissioner Jackson Issues Statement on Reforming Stock Exchange Governance

By Robert J. Jackson, Jr. January 9, 2020 by renholding

Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in …