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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 …

Should We Ban Short Sales in a Stock Market Crash?

By Marco Pagano March 17, 2020 by renholding

Few things are more predictable than loud demands for regulatory interventions to stop speculation when stock market prices plunge: In these days, as in any recent stock market crash, we hear politicians and commentators inviting regulators to enact interventions spanning

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Davis Polk Discusses SEC Move to Expand Private Offerings

By Maurice Blanco, Richard Truesdell, Joseph Hall, Byron Rooney and Sarah Solum March 12, 2020 by renholding

Last week, the Securities and Exchange Commission proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent actions by the SEC (including proposals to expand …

SEC Commissioner Lee on Protecting, Serving, and Empowering Investors

By Allison Herren Lee March 9, 2020 by renholding

Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to

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Can Institutional Investors Help the Market Evaluate Complex Legal Disputes?

By Paul Borochin, Xiaoqiong Wang and Siqi Wei March 6, 2020 by renholding

Do institutional investors have the ability to mitigate information asymmetries around complex corporate events? Securities class actions (SCA) are suitable for testing any informational advantage for institutional investors: The number of SCAs brought against U.S. firms has increased markedly in …

Mapping the Landscape of Comments to the SEC’s New Proxy Rules

By Jens Frankenreiter March 4, 2020 by renholding

In November 2019, the Securities and Exchange Commission (“SEC”) issued a notice of proposed rulemaking aimed at the roles played by proxy advisers in providing information and voting recommendations to clients. The move was preceded by substantively similar interpretive guidance …

Voluntary Disclosure for Primary Securities Offerings

By Andrew Abraham Schwartz March 3, 2020 by renholding

Mandatory disclosure is a foundation of modern securities law, both in the United States and around the world. But is it really necessary? After all, corporate promoters wishing to sell securities for their full value already have an economic incentive …

The SEC and “Piggyback” Securities Litigation

By Alexander Platt March 2, 2020 by renholding

Leading securities regulation scholars have repeatedly called for legislatively expanding the Securities and Exchange Commission’s (SEC) control over private securities litigation.[1] These proposals grow out of profound doubts about the private securities class action regime and frustration with the …

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