Columbia Law School
Sky Blog
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
Securities Regulation
Redefining “Accredited Investor” to Put Main Street Capital into Capitalism
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?
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
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
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
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
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
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, …
Attorney General Barr Speaks at SEC’s Criminal Coordination Conference
I am honored to be here representing the dedicated men and women of the Department of Justice. Like the SEC’s Enforcement staff, many of our prosecutors are tasked with investigating financial fraud and corporate crime. They are assigned to the
SEC Chairman Delivers Remarks on Elder Investor Fraud
Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.
On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants. Protecting
The Cost to Retail Investors and Public Markets of “Harmonizing” Securities Offering Exemptions
In June 2019, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued a Concept Release on the Harmonization of Securities Offering Exemptions (the “Concept Release”), which set forth proposals to expand the …
SEC Chair Clayton Talks More Modern Regulatory Framework
Today [Septemer 26] , the Commission announced three important rulemakings.
- Modernizing the Approval Framework for ETFs. We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized
Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat
Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]
Overview—The SEC’s
The Impact of Information Technology on Stock Price Crash Risk
Advances in information technology have revolutionized the dissemination and acquisition of firm-specific information, allowing investors and other stakeholders to quickly assess firm performance and value and monitor management effectively. Our research examines the impact of information technology on the ability …
Do Non-GAAP Expense Exclusions Mislead Investors?
A firm has two options when reporting its quarterly and annual earnings: It can report earnings based on generally accepted accounting principles (GAAP), or it can report non-GAAP earnings by excluding (adding) certain expenses that will increase (decrease) its non-GAAP …
SEC Chair on Transparent Market Prices, Small Business, and Teamwork
Thank you Bob [Stebbins]. It is such a pleasure to be in a university town.
We drove in just after 11pm last night [September 12] and even then you could feel the energy, the energy that comes with curiosity, a …
Uncovering Hidden Conflicts in Stockholder Class Action Litigation
Does Mandatory Disclosure for Private Firms Increase Their Chances of Going Public?
How do disclosure requirements influence a private firm’s decision to go public? This is an important question for regulators and corporate finance professionals, given current debate about how much information private firms should have to disclose. Conceptually, public disclosure requirements …
Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms?
The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …
SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues
Thank you for having me and thanks to those who have contributed to today’s [September 9] event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford].
I am grateful