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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 …

Paul Weiss Discusses Increased Burden of Pleading Corporate Scienter

By Susanna M. Buergel, Andrew J. Ehrlich, Brad S. Karp, Daniel J. Kramer, Richard A. Rosen and Audra J. Soloway June 5, 2020 by renholding

On May 27, the Second Circuit issued a ruling that significantly heightens the already heavy burden plaintiffs face in pleading corporate scienter. The Second Circuit affirmed dismissal of a putative securities class action against Kimberly-Clark Corporation and Avanos Medical, Inc. …

The SEC’s Covid-19 Disclosure Guidance Is a Litigation Trap

By Andrew Vollmer June 4, 2020 by renholding

The Securities and Exchange Commission (SEC) has been putting pressure on companies that regularly file public reports to make detailed statements about the effects of the coronavirus pandemic on their businesses. Given the many uncertainties about those effects, the disclosures …

The Vanishing IPO Puzzle

By Thomas J. Chemmanur, Jie (Jack) He, Xiao (Shaun) Ren and Tao Shu June 3, 2020 by renholding

The number of private firms going public in the U.S. has declined significantly since 2000. A related phenomenon is that most private firms that “exit” (change ownership structures to allow early equity investors such as entrepreneurs and venture capitalists to …

Why the U.S. Is Lagging on ESG Disclosure Reform

By Virginia Harper Ho June 2, 2020 by renholding

Over the past five years, international organizations ranging from the United Nations and the G20 to the World Economic Forum and the International Organization of Securities Commissioners (IOSCO) have advocated expanding environmental, social, and governance (“ESG”) or “non-financial” reporting by …

SEC Chairman Speaks to Fixed Income Market Structure Advisory Committee

By Jay Clayton June 2, 2020 by renholding

Thank you, Michael [Heaney]. Good morning everyone, and welcome to this year’s second meeting of the Fixed Income Market Structure Advisory Committee. Thank you for joining us. I am glad we are able to meet virtually today.

I would like …

Chairman Clayton Speaks to SEC’s Asset Management Advisory Committee

By Jay Clayton May 28, 2020 by renholding

I look forward to hearing the Committee’s insights into the effects of the pandemic on the asset management industry and, in particular, our long-term Main Street investors.[1] An essential component of our national response to, and recovery from, COVID-19

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Commissioner Peirce Speaks to SEC Investor Advisory Committee

By Hester M. Peirce May 26, 2020 by renholding

Thank you Anne [Sheehan] and other members of the committee for arranging an impressive list of panelists to share their views and perspectives on the important topics on today’s agenda. The committee has not let COVID-19 stop it from holding

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Making Sense of Out-of-Pocket Damages

By Richard A. Booth May 20, 2020 by renholding

Most securities fraud class actions under SEC Rule 10b-5 involve revelation of negative information about the defendant company that should have been disclosed earlier – bad news that (allegedly) has been covered up by company agents. The standard remedy in …

Does State Sponsor of Terrorism Disclosure Limit SEC Financial Reporting Oversight?

By Robert Hills, Matthew Kubic and William J. Mayew May 19, 2020 by renholding

The Securities and Exchange Commission (SEC) regularly reviews financial filings to ensure compliance with accounting standards and other disclosure requirements. The SEC review team analyzes firm’s financial filings and asks questions (in a comment letter) about perceived deficiencies. A comment …

SEC Chair Clayton Speaks on Market Function and Monitoring and Disclosure

By Jay Clayton May 18, 2020 by renholding

From a systemic risk point of view, the SEC’s primary responsibilities[1] in this period of stress are three-fold:

Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities

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SEC Enforcement Chief Discusses How the Division Is Responding During the Pandemic

By Steven R. Peikin May 13, 2020 by renholding

We are all too familiar with the many ways in which the COVID-19 pandemic has transformed our personal and professional lives over these last several months.[1] We are confronting new and serious personal challenges, all the while endeavoring to

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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 …

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