Columbia Law School
Sky Blog
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
Securities Regulation
Activist Short Selling Today: The Two Sides of the Coin
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?
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
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
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
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
SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19
Explaining Dirks
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
Welcome to the 39th 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
SEC Chair Clayton Speaks on Municipal Securities Disclosure
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
Shining a Light on Strategically Leaked Plans of Activist Investors
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?
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
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
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
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
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
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
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
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
Commissioner Peirce Speaks to SEC Investor Advisory Committee
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