Columbia Law School
Sky Blog
Today [November 2] we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The recommended amendments reflect a
Securities Regulation
SEC Chair Clayton Speaks on Regulations for Funds’ Use of Derivatives
Today [October 28], we are considering a new rule to provide an updated and comprehensive regulatory framework for the use of derivatives by registered investment funds, including mutual funds and exchange traded funds (ETFs). I have spoken before on the
SEC Officials Issue Joint Statement on Complex Financial Products and Retail Investors
Retail investors have a wide array of investment options available to them, including an increasing number and type of investment products that are more complex than conventional stock and bond investments.[1] These complex products may be exchange-traded or sold
SEC Chairman Clayton Addresses Regulation Best Interest and Form CRS
Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS.[1] We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the
Fenwick & West Discusses Mitigating Class Action Litigation Risk for SPAC Transactions
Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to shareholder securities class actions. Inevitably, securities class actions will …
The Deterrent Effect of Whistleblowing on Insider Trading
One of the many significant reforms enacted in The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 was the creation of a whistleblower bounty program within the SEC. The program increased monetary rewards for whistleblowing and provided protections …
Davis Polk Discusses SEC Rebuke Over Stock Buybacks Under 10b5-1 Plan
On October 15, the SEC announced a settlement stemming from a company’s series of stock buybacks undertaken pursuant to a Rule 10b5-1 plan. Although the SEC concluded that the company initiated the 10b5-1 plan at a time when it possessed …
How SEC Enforcement Affects Insider Leakage
In 2012, Mary L. Schapiro, the chairwoman of the Securities and Exchange Commission, argued that market participants had “short memories” and that the SEC as a result had to take regular enforcement actions “so that people don’t forget that they …
Latham & Watkins Discusses SEC Proposal of Safe Harbor Framework for Unregistered Finders
On October 7, 2020, the US Securities and Exchange Commission (SEC) issued a Notice of Proposed Exemptive Order Granting Conditional Exemption from the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of …
Short Sellers and Plaintiffs’ Firms: A Symbiotic Ecosystem
On October 8, 2020, in In re BofI Securities Litigation, the United States Court of Appeals for the Ninth Circuit reversed the district court’s finding that the plaintiffs had not adequately alleged loss causation when claiming that BofI Holding portrayed …
Cleary Gottlieb Discusses Why Second Circuit Should Abandon “Core Operations” Doctrine
In the Private Securities Litigation Reform Act of 1995, Congress imposed heightened pleading standards on securities fraud claims in order to discourage the filing of unmeritorious litigation.[1] Key among these standards are the dual requirements that a complaint “state …
Cleary Gottlieb Discusses the Morrison Decision, 10 Years On
Ten years ago, the U.S. Supreme Court issued its landmark decision in Morrison v. National Australia Bank Ltd., which limited the extraterritorial application of the federal securities laws in order to prevent the United States from becoming “the Shangri-La of …
SEC Chair Speaks on FY 2020 Results
Thank you, Stephanie [Avakian], for that kind introduction. I am pleased that this annual event can continue in our new virtual environment. Thank you all for taking the time to participate today and for your continued interest in the work
Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism
On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …
Jones Day Discusses Shareholder Lawsuits Concerning Diversity
The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity. To date, the lawsuits have been filed …
How to Talk When a Machine is Listening: Corporate Disclosure in the Age of AI
The annual report, like other regulatory filings, is more than a legal requirement; it provides an opportunity for public companies to communicate their financial health, promote their culture and brand, and engage with a full spectrum of stakeholders. How readers …
Morrison & Foerster Discusses Recent SEC Digital-Asset Offering Enforcement Actions
So far in 2020, the U.S. Securities and Exchange Commission (SEC) has brought fifteen enforcement actions in the offerings of digital assets space.[1] Three of these actions do not involve fraud; rather, they allege solely violations of the registration …
The Department of Labor Carpet Bombs Investor Protection
The Department of Labor (DOL) has launched a major attack on investor protection and shareholder rights in the last three months. In three successive strikes against long-standing practices of ERISA fiduciaries, the DOL has created disorder and confusion. Its actions …
The Dog that Didn’t Bark: Effects of Regulation on Cryptocurrency Trading
Cryptocurrencies have the potential to operate as a new financial asset class; as a novel fund-raising tool for ventures; as a more efficient payment mechanism, especially across borders; and as the foundation for an innovative, new economy of distributed applications. …
Kohn, Kohn & Colapinto Discusses Changes to SEC Whistleblower Rules
On September 23, 2020, the U.S. Securities and Exchange Commission approved changes to its highly successful Dodd-Frank Act whistleblower program in a 3-2 vote [1]. The program has resulted in over $2.5 billion in penalties against public companies, $750 million …