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Why the SEC’s Proposal to Amend Rule 13f-1 Should Fail

By Eduardo Gallardo July 27, 2020 by renholding

On July 10, the Securities and Exchange Commission (SEC) proposed a 35-fold increase – from $100 million to $3.5 billion – in the threshold for requiring institutional investment managers to publicly report their equity holdings on Form 13F.[1] This …

SEC Chairman Speaks on Amendments to Proxy Solicitation Rules

By Jay Clayton July 27, 2020 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, both continuations of our ongoing work to modernize and enhance the

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EBITDAC, Civil Liability, and New Paradigms

By Suprotik Das July 23, 2020 by renholding

COVID-19 has led companies to patch-up financial reporting by adding estimates of pre-COVID-19 profits to their EBITDA. Recently, COVID-19 prompted measuring-equipment manufacturer Schenck Process, for example, to add back €5.4 million, resulting in an adjusted EBITDA of €18.3 …

Cleary Gottlieb Discusses SEC Proposal to Significantly Change Reporting by Institutional Investors

By Francesca Odell, Jeffrey Karpf, Adam Fleisher, James Langston and Marc Rotter July 21, 2020 by renholding

On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F.^[1] The SEC’s …

Disgorgement After Liu v. SEC: The Game Is On!

By John C. Coffee, Jr. July 20, 2020 by renholding

Experienced litigators know that an adverse appellate decision (even from the U.S. Supreme Court) rarely ends their case. The question is instead: What is the next move? What defenses do we fall back on? So it is likely to be …

SEC Chair Clayton Addresses the Financial Stability Oversight Council

By Jay Clayton July 16, 2020 by renholding

Market Functioning and Monitoring

We have continued our efforts to help facilitate the orderly and fair market function, including in coordination with our colleagues at the Federal Reserve and Treasury.[1]

Market activity has remained active in June and thus

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Cooperation in Securities Market Regulation: Perspectives from Australia

By Jennifer G. Hill July 13, 2020 by renholding

The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to help address and ameliorate that risk.

Yet, although capital …

SEC Commissioner Advocates ESG Disclosure for Asset Managers, Not Issuers

By Elad L. Roisman July 10, 2020 by renholding

Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of

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Activist Short Selling Today: The Two Sides of the Coin

By John C. Coffee, Jr. July 7, 2020 by renholding

Two extraordinary accounting scandals — one at Luckin Coffee Inc. in China and the other at Wirecard AG, the German digital payments firm — have revealed brazen and bankrupting frauds, directed by the most senior executives at each firm. Together, …

Did Congress Trade Ahead on News of Covid-19?

By John W. Goodell and Toan Luu Duc Huynh July 3, 2020 by renholding

In a new paper,[1] we study the impact on U.S. stock prices of news stories about accusations that several members of Congress traded ahead of private material information about COVID-19. The lawmakers traded stocks during the early stages of …

The Role of Investor Attention in Seasoned Equity Offerings

By Thomas Chemmanur, Karen Simonyan, Yu Wang and Xiang Zheng July 2, 2020 by renholding

Many studies of seasoned equity offerings (SEOs) have attempted to explain the decline of a company’s stock price after it announces an SEO (see, e.g., Asquith and Mullins (1986) or Masulis and Korwar (1986)). The literature has focused on the …

Davis Polk Discusses NYSE’s New Proposal on Direct Listings

By Marcel Fausten, Joseph Hall, Byron Rooney, Sarah Solum and Richard Truesdell, Jr. July 1, 2020 by renholding

On June 22, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing. The NYSE had previously proposed a rule change, which …

SEC Update on Regulatory Relief During the Pandemic

By Jay Clayton, William Hinman, Dalia Blass and Brett Redfearn June 29, 2020 by renholding

The U.S. Securities and Exchange Commission’s efforts in response to the COVID-19 pandemic are centered, first and foremost, on the health and safety of our employees and all Americans. The Commission’s recognition of the corresponding need of market participants to

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SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19

By Sagar Teotia June 25, 2020 by renholding

On April 3, 2020, the Office of the Chief Accountant (OCA) issued a statement[1] regarding the importance of high-quality financial reporting in light of the significant impacts of COVID-19.[2] At that time, in addition to facing a number

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Explaining Dirks

By Andrew Vollmer June 19, 2020 by renholding

Dirks v. SEC established the fraud claim for tipping as part of the insider trading prohibition in the federal securities laws. An essential element of the claim was proof that the insider personally benefited from disclosing confidential information to the …

SEC Chair Speaks on Small Business Capital Formation

By Jay Clayton June 19, 2020 by renholding

Welcome to the 39^th Annual Small Business Forum. I want to thank Martha and the staff in the Office of the Advocate for Small Business Capital Formation – that includes Colin, Jenny, Jessica, Julie, Malika and Todd – for

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SEC Chair Clayton Speaks on Municipal Securities Disclosure

By Jay Clayton June 17, 2020 by renholding

Good afternoon everyone. Thank you to the Office of Municipal Securities for organizing this conference. And thank you to all the panelists for taking time to join us today.[1]

State of the Municipal Securities Market

Since December 2018, when

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Shining a Light on Strategically Leaked Plans of Activist Investors

By Ryan Flugum and Matthew E. Souther June 15, 2020 by renholding

On October 12, 2015, an activist hedge fund we’ll call John Doe Management filed a Form 13D, disclosing 5.5 percent ownership and an intent to pursue an activist campaign in a target firm we’ll call Industrial Corp (IC). The next …

Does Reducing Disclosure Mean Fewer Pre-IPO Lawsuits?

By Burcu Esmer, N. Bugra Ozel and Suhas A. Sridharan June 12, 2020 by renholding

Can silence solve problems that words cannot? The Securities and Exchange Commission (SEC) hopes so, because this premise underlies the confidential filing provision of the Jumpstart Our Businesses (JOBS) Act. But how firms benefit from confidential filings remains unclear, complicating …

Davis Polk Discusses the SEC and Inadequate Perk Disclosure

By Robert Cohen, Ning Chiu, Joseph Hall, Betty Moy Huber and Kyoko Takahashi Lin June 10, 2020 by renholding

A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.

Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …

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