Columbia Law School
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The final rules represent the capstone in a series of policies that will dial back shareholder oversight of management at the companies they own. Last year, the Commission adopted guidance on proxy advisors and proxy solicitation that made it more
Securities Regulation
SEC Commissioner Peirce on Shareholder Proposals under Exchange Act Rule 14a-8
Thank you, Chairman Clayton. I support today’s amendments to certain procedural requirements and the resubmission thresholds under the shareholder proposal rule. While it can be difficult to discern the signal from the noise around today’s amendments, the reality of the
SEC Commissioner Roisman on Shareholder Proposals under Exchange Act Rule 14a-8
Change is difficult. Especially when something has been a certain way for as long as you can remember. Twenty-two years have passed since the Commission last updated Rule 14a-8. In particular, the submission threshold was last substantively reviewed and amended
SEC Chairman Clayton on Modernizing the Shareholder Proposal Framework
Over the past three years, we have engaged in a number of retrospective reviews of the rules that implement our securities law framework. These reviews often, but not always, have yielded the unassailable conclusion that modernization is necessary and appropriate.
SEC Commissioner Crenshaw on Shareholder Proposals under Exchange Act Rule 14a-8
Today [September 23] the majority of the Commission is approving amendments to the procedures governing shareholder proposals. The amendments are described as a “modernization,”[1] designed to reduce costs for corporations. Even if I agreed that was necessary, I cannot
Exchange-Traded Confusion: How Industry Practices Undermine Product Comparisons in Exchange Traded Funds
Despite their popularity[1] and growing importance in U.S. capital markets,[2] exchange traded funds (ETFs) are incredibly difficult (at times even impossible) to accurately compare side-by-side. In a new article, I show how a variety of discretionary industry …
SEC Commissioner Speaks on Financial Market Regulation
Whenever I talk to economists, since I cannot awe you with a fancy equation, I have to start with a bad joke. It is a knock-knock joke, which is especially hard to pull off when trying to physically distance. “Knock,
Deregulating Innovation Capital: The Effects of the JOBS Act on Biotech Startups
Since the start of the COVID-19 pandemic, everyone from politicians to reporters to ordinary Americans have been talking about drug treatments, vaccines, and the Federal Drug Administration (FDA) approval process. These discussions have centered on vaccine developments by well-known pharmaceutical …
SEC Chair Speaks About Enhanced Investor Protections in the OTC Market
Technology has driven many efficiencies in our markets. Technology can also enhance investor protection. Today, we recognize that, as a result of technological change, information can and should be made available to over-the-counter (“OTC”) market investors in a more timely
How Categorizing Companies as Unicorns Affects Their IPOs
Managers, investors, the financial press, and other capital market participants often use categories to describe firms or their securities. Common examples include “bellwether,” “blue chip,” “tech,” “penny,” and “start-up.” Although these categories may increase a firm’s visibility, they can lead …
Morrison & Foerster Discusses Investor Exits: U.S. Direct Listing Rules in Flux
Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States.
On August 26, 2020, the SEC approved …
Debevoise & Plimpton Expects More New York Regulatory Enforcement of Banking and Financial Services
As American businesses, including financial institutions, adjust their operations in the wake of the coronavirus pandemic (COVID-19), the need to work closely with state regulators has become increasingly apparent. As anticipated, under the current federal administration we have seen state …
Asking the Hard Questions: A Review of Prof. John Coffee’s New Book, Corporate Crime and Punishment
Columbia Law Professor John C. Coffee, Jr.’s Corporate Crime and Punishment delivers a hard-hitting and provocative analysis of the securities law enforcement landscape and the choices that lie ahead. With SEC senior staff changes probable in any new administration, Coffee’s …
Securitization, Recourse Uncertainty, and Crash Risk
Asset securitizations have become a prominent type of financial transaction in recent decades. According to the Securities Industry and Financial Markets Association, $3.3 trillion worth of mortgage- and other asset-backed securities were issued in 2006. This number fell to $1.6 …
Insider Trading and Geographic Proximity: Evidence from Covid-19
The COVID-19 pandemic has dramatically changed how businesses operate, resulting in unprecedented stock market effects. While the U.S. stock market has historically shown little to no reaction to an infectious disease outbreak, COVID-19 precipitated a global stock market downturn now …
Davis Polk Discusses New Developments on Direct Listings
New developments last week will allow companies to raise funds in a direct listing. On Wednesday, the Securities and Exchange Commission (SEC) approved the NYSE’s rule change that will permit companies to raise capital in a direct listing. Prior to …
The Problem with Insider Giving
For a brief moment last month, Kodak Corporation’s stock soared from $2 a share to more than $33 a share on news that it might obtain substantial government financing. At that peak, Kodak director George Karfunkel unloaded shares then worth …
Arnold & Porter Discusses SEC Approval of NYSE Direct Listings Proposal
The SEC has given the New York Stock Exchange (NYSE) clearance to allow companies to raise capital in connection with a direct listing on the NYSE. A direct listing is an alternative to a traditional underwritten IPO that allows a …
Does Advertising Improve Access to Capital for Small Businesses?
Private markets have contributed significantly to capital formation in the U.S. economy, particularly for small companies that are often considered the engine for creating new jobs and for accelerating economic growth (see, e.g., Zhao, Harris, and Lam, 2019). The amount …
SEC Chair Clayton Discusses Modernizing Framework for Disclosures
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting.
Today [August 26], we