Previous Next

How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

Commissioner Peirce Discusses SEC’s Enforcement Program

By Hester M. Peirce November 12, 2019 by renholding

Thank you, Meredith [Cross], for that kind introduction. It is an honor to be with you here today [November 4]. I must begin with my standard disclaimer that the views I represent are my own views and not necessarily those

…

Toxic Unicorns: What Has Been Missed About WeWork’s Fiasco

By John C. Coffee, Jr. November 6, 2019 by renholding

Most everyone has had their say about the collapse of WeWork’s failed initial public offering (“IPO”).[1] Clearly, this failure was overdetermined, as many competing causes can explain it, including: (1) the extraordinary level of self-dealing that its CEO, Adam …

SEC Chair Clayton on Proposals to Reform Proxy Voting System

By Jay Clayton November 6, 2019 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.

Today we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance

…

Commissioner Roisman on Modernizing SEC Rules About Proxy Voting Advice

By Elad L. Roisman November 6, 2019 by renholding

I. Introduction – An Important Milestone

Thank you, Chairman Clayton.

I have said before that proxy voting is fundamental to our capital markets.[1] Improving proxy voting is a subject that I am passionate about, and one I have cared

…

SEC Commissioner Jackson on Proposals to Restrict Shareholder Voting

By Robert J. Jackson, Jr. November 6, 2019 by renholding

Thank you, Mr. Chairman, and thanks to Commissioner Roisman, Division Director Bill Hinman, and especially the tremendous Staff in the Division of Corporation Finance for their hard work in advance of today’s meeting. And congratulations to all of my colleagues

…

SEC Commissioner Lee on Shareholder Rights

By Allison Herren Lee November 6, 2019 by renholding

There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.

The proposed changes to our current proxy regime would make it more costly and more difficult

…

Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

SEC Chair Clayton Talks Fixed-Income Markets

By Jay Clayton November 5, 2019 by renholding

Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here and for traveling to our offices in New York.[1] Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal

…

SEC Commissioner Jackson Delivers Remarks on Fixed-Income Market Structure

By Robert J. Jackson, Jr. November 5, 2019 by renholding

Good morning, and thanks to all of you once again for joining us at today’s meeting of the Fixed Income Market Structure Advisory Committee (FIMSAC). Since my very first day on the Commission—when I began this job by attending my

…

SEC Chair Seeks Public Input on Disclosure for Residential Mortgage-Backed Securities

By Jay Clayton October 31, 2019 by renholding

Securitization plays a critical role in the U.S. capital markets and can enhance liquidity in important sectors of the economy. In particular, residential mortgage-backed securities (“RMBS”) play a significant role in enhancing liquidity in the residential mortgage market and thereby

…

Calculating SEC Whistleblower Awards: A Theoretical Approach

By Amanda Rose October 21, 2019 by renholding

On October 23, the Securities and Exchange Commission is scheduled to vote on whether to adopt proposed amendments to the rules governing its whistleblower bounty program. The most controversial proposed amendments are to Rule 21F-6, which governs the way the …

SEC Investor Advocate Calls Dual-Class Shares a Recipe for Disaster

By Rick A. Fleming October 18, 2019 by renholding

Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders.[1] I know you take those responsibilities seriously, and

…

Redefining “Accredited Investor” to Put Main Street Capital into Capitalism

By Jeff Thomas October 16, 2019 by renholding

While exempt offerings now involve twice as much money as public offerings, only accredited investors (“AIs”) get invited to the private company party. Thus, individuals who fail to meet the net worth or income thresholds (“non-AIs”) cannot invest early in …

Do Firms Conceal Material Misstatements by Reporting Revisions Rather than Restatements?

By Rachel Thompson October 15, 2019 by renholding

Disclosure of financial reporting errors is vital to maintaining investors’ trust in the capital markets. Yet, in recent years the number of misstatements corrected in restatements of financial reports has declined dramatically, and misstatements are now more likely to be …

Cleary Gottlieb Discusses SEC Action for Non-Disclosure of DOJ Investigation

By Robin M. Bergen, Matthew Solomon, Adam Fleisher, Rahul Mukhi and Alexander Janghorbani October 15, 2019 by Avesh Krishna

Companies that face non-public government investigations frequently confront challenging questions regarding whether and when to disclose the existence of the investigation, how much to disclose, and any duty to update the disclosure as the investigation proceeds. On the one hand, …

How the SEC Should Harmonize Private Securities Offering Exemptions

By Andrew Vollmer October 14, 2019 by renholding

The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings. The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …

SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities

By Heath Tarbert, Kenneth A. Blanco and Jay Clayton October 14, 2019 by renholding

The leaders of the U.S. Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and the U.S. Securities and Exchange Commission (the “Agencies”) today issued the following joint statement to remind persons engaged in activities involving digital assets of their

…

The Seller’s Curse and IPO Pricing

By Patrick Corrigan October 9, 2019 by renholding

Benchmark Capital partner and legendary tech investor Bill Gurley recently declared on CNBC, “It took me two decades to figure this out, but I think Silicon Valley’s been on the bad end of a bad joke for about four decades …

The Puzzling Case of the WeWork Non-IPO

By Jonathan Barnett October 8, 2019 by renholding

The dramatic implosion of the IPO of The We Company, parent of office-sharing firm WeWork, (the “WeWork IPO) has attracted intense scrutiny across the business community. For scholars and practitioners who work at the intersection of law, business, and technology, …

« Previous 1 … 44 45 46 47 48 … 107 Next »

The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

Securities Regulation