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I’d like to welcome you—the nearly 120 members of the “Class of 2024” attending the SEC’s International Institute on Securities Market Growth and Development. As is customary, I’d like to note that my views are my own as Chair of
Securities Regulation
Davis Polk Discusses Appeals Court Decision Vacating SEC’s Private Fund Advisers Rule
On June 5, 2024, a three-judge panel on the U.S. Court of Appeals for the Fifth Circuit unanimously ruled to vacate the SEC’s new rules and amendments under the Investment Advisers Act of 1940 (the Advisers Act) that targeted private …
SEC Enforcement Chief Discusses Five Principles of Effective Cooperation in Investigations
This event, together with its East Coast and now Midwest counterparts, offers regulators like me a unique opportunity to speak directly to leaders of the securities bar about issues of mutual concern. That’s what I’d like to do this afternoon
… Davis Polk Discusses Crypto Market Structure Bill in U.S. House
In an important step forward, the House voted to pass a bill to establish a comprehensive regulatory framework for digital assets and offering important protections for customers. It could be improved by expressly discarding Howey, Reves or similar inherently …
Sullivan & Cromwell Discusses SEC Rule Amendments to Regulation S-P
On May 16, 2024, the Securities and Exchange Commission (“SEC”) significantly expanded its consumer information protection framework by adopting rule amendments (the “Final Amendments”) to Regulation S-P, which governs the protection of consumer financial information held by broker-dealers, investment companies, …
SEC Corporation Finance Chief Addresses Disclosure of Cybersecurity Incidents
Does Plaintiffs’ Attorney Marketing Predict Corporate Litigation Risk?
Plaintiffs’ attorneys often issue marketing releases after public companies announce adverse corporate events. These releases typically say the attorneys are “investigating potential claims” against the company and encourage shareholders who have been harmed to contact the law firm. In a …
Undue Limitations in the Section 10(b) Purchaser-Seller Requirement
In a forthcoming article, we address recent restrictions and diverging approaches among the federal courts to the purchaser-seller requirement for a private action under Section 10(b) of the Securities Exchange Act and Rule 10b-5. The “Purchaser-Seller Rule,” commonly …
SEC Chair Gensler Speaks on Trends in Asset Management
As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am not speaking on behalf of my fellow Commissioners or the staff.
Jack Bogle, the father of
SEC Chief Accountant on Fostering a Healthy “Tone at the Top” at Audit Firms
Audit firms are private businesses with the same legitimate interest in making a profit that all private businesses have.[1] But audit firms have also been entrusted to be essential gatekeepers in maintaining the integrity of our capital markets. The …
How Bank Regulation and Supervision Can Weaken Financial Stability
We argue that bank regulation and supervision interfere with pricing risk by creating opacity. Given that market disclosures enhance the efforts of supervisors, and vice versa, more disclosure could enhance financial stability (see Spatt, 2010)[1]. In addition, we …
The EU Listing Act Shows How EU and U.S. Law Are Converging on the Duty to Disclose Inside Information
Last February, the European Council and the European Parliament reached a final compromise on an EU Listing Act.[1] The act aims to make listings in the EU – and raising capital through the stock market – more attractive by …
The Big Lessons from the SEC Speaks Conference 2024
The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about key priorities and trends in the enforcement …
What the SEC’s “Shadow Insider Trading” Trial Means for In-House Counsel
On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. …
How Delegated Corporate Voting Advances Corporate Democracy
Starting in the 1930s with the earliest version of its proxy rules, the Securities and Exchange Commission gradually increased the proportion of instructed votes on a shareholder’s proxy card until, for the first time in 2022, it required a fully-instructed …
SEC Enforcement Chief Speaks on the Future of Combating Corporate Fraud
One of the hallmarks of PCCE is that it brings together academics, regulators, and industry professionals, and allows us to have candid conversations about corporate misconduct and the ways in which we can all work together to improve compliance.
And
Private Equity Negotiations
For most of its history, the private equity industry was largely left alone by securities regulators. A basic assumption underlying this approach was that private equity fund investors are sophisticated and should therefore be able to engage in effective private …
Cleary Gottlieb Looks at New Footnote Required Under Final SEC Climate-Related Disclosure Rules
On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum …
How the SEC Can Evade Jarkesy’s Impact
The Supreme Court is about to eviscerate the SEC’s power to efficiently pursue fraudsters.
Or so we are told.
In SEC v. Jarkesy, the Court may hold that whenever the SEC seeks to impose monetary penalties on enforcement targets for …
John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime
A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …