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Supreme Risk for FINRA and Other SROs

By Benjamin P. Edwards August 30, 2021 by renholding

Most efforts to manage systemic risk tend to focus on risks arising from within financial markets, from existing regulators, or from legislative misadventures. Yet self-regulatory organizations (SROs) and the markets that depend on their steady functioning now face an underappreciated …

The SEC, Digital Assets, and Game Theory

By Yuliya Guseva August 27, 2021 by renholding

Digital assets, cryptoassets, cryptocurrencies, and security-tokens have become ubiquitous. Yet approaches to regulating them differ around the globe. In the U.S., the Securities and Exchange Commission (“SEC” or “Commission”) has become a uniquely active crypto-regulator. In my recent article, …

Cleary Gottlieb Discusses Final Rules For UK-Listed SPACs

By Sebastian R. Sperber, Ferdisha Snagg, Mohamed Taha, Bree Morgan-Davies and Julian Cardona August 26, 2021 by renholding

On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”).[1] The new …

Sullivan & Cromwell Discusses SEC Case on Misleading Disclosure of Cybersecurity Incident

By Robert Downes, Nicole Friedlander, Anthony Lewis, Steve Peikin and Kamil Shields August 24, 2021 by renholding

On August 16, 2021, the SEC charged Pearson plc with misleading investors and failing to maintain adequate disclosure controls and procedures in connection with a cybersecurity incident. According to the SEC’s order, Pearson learned in March 2019 about an intrusion …

Wachtell Lipton Discusses a New Variation in SEC Insider Trading Enforcement

By John F. Savarese and Wayne M. Carlin August 23, 2021 by renholding

Earlier last week, the SEC filed a complaint in the Northern District of California alleging insider-trading charges that may signal a more aggressive approach to enforcement under the agency’s new leadership. In SEC v. Panuwat, the SEC charged a …

Wachtell Lipton Discusses Latest SEC Enforcement Action over Cyber Breach

By John F. Savarese, Wayne M. Carlin and Sabastian V. Niles August 20, 2021 by renholding

In yet another important signal of the SEC’s increasing focus on how public companies respond to, and issue disclosures concerning, significant cyber breaches, the Commission announced yesterday that it had entered into a settled administrative order with Pearson plc, finding …

Paul Weiss Discusses SEC Focus on Crypto Enforcement

By Jessica S. Carey, Roberto J. Gonzalez, David S. Huntington and Carly Lagrotteria August 18, 2021 by renholding

At the Aspen Security Forum on August 2, 2021, SEC Chair Gary Gensler reaffirmed the SEC’s heightened focus on cryptocurrency. Following these comments, the SEC announced two enforcement resolutions that provide further guidance on the SEC’s approach to crypto enforcement. …

Democrats’ Gift-Wrapped Cloak of Secrecy for Wall Street

By Joshua Mitts August 11, 2021 by renholding

On July 29, 2021, the House Financial Services Committee voted to advance H.R. 4618, The Short Sale Transparency and Market Fairness Act, a well-intentioned bill with a misguided provision that was likely the product of hurried drafting. The legislation …

SEC Commissioner Peirce on Nasdaq Board Diversity Proposal

By Hester M. Peirce August 9, 2021 by renholding

I write in opposition to the approval of the Board Diversity Proposal (“Board Diversity Proposal” or “Proposal”) submitted for approval by the Nasdaq Stock Market LLC (“the Exchange”).[1] The Proposal attempts to expand opportunity, a goal I share,[2]

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Private Equity, State Pension Plans, and the SEC

By William W. Clayton August 6, 2021 by renholding

The Securities and Exchange Commission under Chair Gary Gensler has been exploring transparency issues and other problems in the private equity industry and considering whether additional policy interventions are needed. One motivating factor is that public pension plans are the …

SEC Chair Gensler Discusses Crypto Regulation

By Gary Gensler August 4, 2021 by renholding

Some might wonder: What does the SEC have to do with crypto?

Further, why did an organization like the Aspen Security Forum ask me to speak about crypto’s intersection with national security?

As is customary, I’d like to note that …

Wachtell Lipton Discusses Mandatory Climate Change Disclosure Rules – A Preview From the SEC Chair?

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu August 3, 2021 by renholding

As noted in our previous memos, the SEC is considering and has sought input from investors on potential new disclosure requirements related to climate change and other sustainability issues. Yesterday, SEC Chairman Gary Gensler made remarks that add some …

SEC Chair Gensler Speaks on Climate Risk and Disclosure

By Gary Gensler July 29, 2021 by renholding

It’s good to be here with the Principles for Responsible Investment. As is customary, I’d like to note my views are my own, and I’m not speaking on behalf of the Commission or the SEC’s staff.

Before we get to …

SEC Chair Gensler Speaks Before ABA Derivatives and Futures Law Committee

By Gary Gensler July 22, 2021 by renholding

Thank you for the kind introduction. It’s good to be back with the American Bar Association’s Derivatives and Futures Law Committee.

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

…

SEC Commissioner Peirce Speaks on ESG Disclosure

By Hester M. Peirce July 21, 2021 by renholding

This summer was the summer of the cicadas. The dull hum of their song permeated the solitude of an evening stroll, along with the disconcerting crunch as pedestrian attempts to avoid squashing the creatures inevitably failed. Every seventeen years the …

Does the Strength of Investor Protection Laws Predict Capital Market Development?

By Nitzan Shilon July 15, 2021 by renholding

Which countries provide the strongest investor protection laws? How are such laws related to the level of capital market development and ownership concentration in public companies? In a series of influential works, La Porta, Lopez-de-Silanes, Shleifer and Vishny (1997, 1998, …

The Evolution of Environmental Discourse in Conference Calls

By Elaine Henry, Xi Jiang, and Andrea Rozario July 12, 2021 by renholding

Climate change disclosure ranks among the priorities of Gary Gensler, the new chair of the Securities and Exchange Commission. With the rapid reallocation of capital to green investments – characterized as a “tectonic shift” by BlackRock[1] and a “frenzy” …

SEC Chair Calls for Transparency on What Funds Mean by Sustainability and Diversity

By Gary Gensler July 8, 2021 by renholding

Thank you for the kind introduction. I enjoyed chatting with you a couple of weeks ago, Ed, and it’s good to meet with the whole committee for the first time.

I’m grateful for your time and willingness to give us

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How Does Private Firm Disclosure Affect Demand for Public Firm Equity?

By Jinhwan Kim and Marcel Olbert July 6, 2021 by renholding

In 2020, over 98 percent of the 40 million firms that disclosed detailed financial statement information worldwide were privately owned. Given their economic importance, the social value (or cost) of regulating private firm disclosures is likely significant, and how much …

Do Lawyers Make Good Gatekeepers?

By Sung Hui Kim July 1, 2021 by renholding

Do lawyers report evidence of material violations up-the-ladder at the companies they represent, as the Sarbanes-Oxley Act and related regulations require? Have general counsel properly investigated those reports? Can we trust lawyers to be effective gatekeepers and stop corporate misconduct? …

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