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Insider Trading Data Reveals Pandemic Is a Time for Questioning, Not Answering

By Renée Adams and Attila Balogh May 7, 2020 by renholding

Following news reports about executives selling shares in their corporations to avoid losses due to the pandemic, we take a closer look at insider trades and find that net insider purchases have been positive in February and March, revealing corporate …

SEC Chair Addresses Proposed Equity Market Data-Governance Reforms

By Jay Clayton May 7, 2020 by renholding

Good afternoon. This is an open meeting of the U.S. Securities and Exchange Commission on May 6, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue an Order that would direct …

SEC Chair Addresses Special Meeting of the Investor Advisory Committee

By Jay Clayton May 5, 2020 by renholding

Thank you, Anne (Sheehan). I really appreciate your prompt response to our request to reconvene a special meeting of the Investor Advisory Committee to focus on issuer-investor engagement in the context of the challenges posed by COVID-19, including, in particular,

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Cleary Gottlieb Discusses How Court Allowed Securities Liability for Slack’s Direct Listing

By Nicolas Grabar, David Lopez, Jared Gerber and Les Silverman May 4, 2020 by renholding

Over the last two years, direct listings – in which companies list their stock on an exchange to enable insiders and early investors to sell their holdings to the public without issuing new shares – have received considerable attention as …

Changing Expectations for Financial Disclosure of Climate-Related Information

By Hana V. Vizcarra May 1, 2020 by renholding

In early 2020, State Street Global Advisors, BlackRock, and other investment firms announced their plans for persuading companies to address financially-material environmental, social, and governance (ESG) issues. The high-profile announcements followed moves in recent years by Wellington Management, CalPERS, and …

Wachtell Offers More on What to Say During Earnings Calls in Time of Covid-19

By Mark Gordon, Igor Kirman, Sabastian V. Niles, Wayne M. Carlin, David B. Anders and Lauren M. Kofke April 29, 2020 by renholding

Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history. How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet …

Why the Proposed Blockchain Token Safe Harbor Makes Sense

By Lee A. Schneider April 24, 2020 by renholding

The application of the U.S. securities laws to blockchain tokens has been a controversial subject, with the Securities and Exchange Commission (SEC) taking an aggressive posture. On February 6, 2020, SEC Commissioner Hester Peirce proposed a non-exclusive safe harbor from …

The Risks and Rewards of Shareholder Voting

By Bernard S. Sharfman April 23, 2020 by renholding

[Editor’s Note: This and the following piece offer a point/counterpoint on shareholder voting.] The SEC’s recently proposed rules on proxy advisers and shareholder proposals have made shareholder voting one of the most prominently debated corporate governance issues ever. In a …

Columbia Law Professors Write Two of Top Corporate and Securities Articles

By Reynolds Holding April 22, 2020 by renholding

John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert

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SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic

By Adam Fleisher, Sandra Flow, Nick Grabar, Jeffrey Karpf and David Lopez April 21, 2020 by hdh2120

The Securities and Exchange Commission and its senior staff have put out a succession of releases that combine some relief, some guidance and some warnings. The SEC Coronavirus (COVID-19) Response page is available here.

The latest in the series came …

Improving Enforcement and Adjudication at the SEC

By Andrew Vollmer April 17, 2020 by renholding

Earlier this year, the Office of Management and Budget solicited suggestions for “regulatory reforms that will better safeguard due process in the regulatory enforcement and adjudication settings.” That invitation was a rare opportunity to comment on the procedures federal agencies …

Top SEC Officials Address What to Say on Earnings Calls During Pandemic

By Jay Clayton and William Hinman April 10, 2020 by renholding

The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty. Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our

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Will FinTech Disruption in the ‘20s Be Roaring?

By Troy A. Paredes and Lee A. Schneider April 3, 2020 by renholding

In recent podcasts, we addressed three themes, among other topics: how artificial intelligence and machine learning (AI/ML) can change how decisions get made; how blockchain can transform how we transact and how we record and communicate things; and how technology …

SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times

By Jay Clayton April 3, 2020 by renholding

Over 57 million American households are invested in our securities markets. The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission. The 4,500 women and men of …

The Senator Traded While His Constituents Died: A Legal Analysis of Insider Trading by Public Officials

By John C. Coffee, Jr. March 31, 2020 by renholding

The coronavirus’ impact across the United States will make an epic, even Tolstoyan, saga, sweeping across all levels of American society and featuring brave heroes and tragic victims. But so far, this story has lacked one figure that every drama …

Wachtell Lipton Discusses Disclosure Issues Relating to COVID-19

By Wachtell, Lipton, Rosen & Katz March 31, 2020 by renholding

Among the many issues facing public companies as a result of the COVID-19 pandemic is how to handle disclosure. The pandemic is having a material impact on most companies. While in a few cases the crisis may actually be increasing …

Private Company Fraud and Enforcement

By Verity Winship March 30, 2020 by renholding

Companies can get big without going public. The number of U.S. listed companies is down by half, and the last few years have seen more capital raised on the private side than on the public side. Despite this well-documented shift …

SEC Chairman on the Essential Connections Among Markets, Businesses, and Workers in the Time of Covid-19

By Jay Clayton March 26, 2020 by renholding

Over the past several weeks, my colleagues at the SEC, other regulators, elected officials, market participants and others have asked my views on the functioning of our capital markets, and the importance of those markets, in the context of our

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Senator Richard Burr and Mixed Motives for Insider Trading

By Andrew Verstein March 21, 2020 by renholding

In response to accusations Friday of trading on non-public information about the coronavirus, Senator Richard Burr of North Carolina asserted independent and lawful grounds for unloading between $628,000 and $1.72 million worth of stock. “I relied solely on public news …

Cleary Gottlieb Discusses New SEC Rules on Guaranteed and Collateralized Securities

By Nicolas Grabar, Katherine M. Clemens and Stephanie Fontana March 21, 2020 by hdh2120

On March 2, 2020, the SEC adopted rule changes to simplify the financial disclosures that are required when an issuer offers debt securities with guarantees.[1] The old requirements were complex, and in some circumstances burdensome, and the utility of …

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