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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
  • Leveraging Information Forcing in Good Faith By Hillary Sale
  • The Dark Side of Safe Harbors Comment bubble 2 By Susan C. Morse
  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
Editor-At-Large Reynolds Holding

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Columbia Law School's Blog on Corporations and the Capital Markets

Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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Securities Regulation

Is 24/7 Trading Better?

By Patrick Blonien and Alexander Ober October 17, 2024 by renholding

Is 24/7 Trading Better?

Since the founding of the New York Stock Exchange in 1792, trading hours have closely mirrored the conventional workday due to the human involvement that was essential for trading. But times have changed. Electronic execution has …

How Mandatory ESG Disclosure Affects IPO Underpricing

By Lien Duong, Hoang Luong, Lily Nguyen and Zeyu Wang October 16, 2024 by renholding

In a new paper, we discuss our findings on how ESG disclosure mandates affect IPO underpricing – the tendency of IPO share prices to jump on the first day of trading – which is a substantial cost of going public.…

Is Regulation of Share Repurchases Justified?

By Kose John, Subramanian R. Iyer and Ramesh P. Rao October 14, 2024 by renholding

On August 7, 2022, Congress passed the Inflation Reduction Act (IRA), which imposed a 1 percent excise tax on share repurchases by public corporations.  President Biden proposed quadrupling the tax to 4 percent in his 2023 State of the Union …

Fried Frank Discusses SEC Charges for Form 13F and Rule 13H Reporting Violations

By Nathan M. Erickson and Josh La Grange October 14, 2024 by eorozco

On September 17, 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) announced the settlement of administrative cease-and-desist orders with 11 institutional investment managers for failures to timely report securities holdings required on Form 13F, as required by …

Serendipity and Self-Regulation: The Case of Cryptocurrency-Based ETPs

By Onnig H. Dombalagian October 10, 2024 by renholding

Cryptocurrency enthusiasts rejoiced when the Securities and Exchange Commission (SEC) approved the listing of bitcoin – and ether-based exchange-traded products (ETPs) – on U.S. stock exchanges earlier this year. There is yet a certain irony in this outcome: Why did …

Cooley Discusses SEC Charges Against Director for Failing to Disclose Lack of Independence

By Cydney Posner October 10, 2024 by renholding

Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed  “manufacturer of consumer-packaged goods,” for “violating proxy disclosure rules by standing for election as …

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Morrison & Foerster Discusses SEC’s Active Enforcement of Tender Offer Rules

By Spencer Klein, Joe Sulzbach, Rebecca Chacon Naranjo, Sahana Ragunathan and Hannah Yang October 9, 2024 by renholding

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14e-8…

SEC Whistleblower Program Marred by Too Much Secrecy, Two Commissioners Say

By Hester M. Peirce and Mark T. Uyeda October 8, 2024 by renholding

The Commission recently issued two whistleblower award determinations awarding an aggregate $122,000,000 among four claimants.[1] We did not support these determinations, but we are unable to explain our reasons because the public final orders determining the awards redact certain …

Simpson Thacher Discusses SEC Enforcement Sweep for Section 13 and 16 Reporting Failures

By Joseph Kaufman, Karen Hsu Kelley, Charles Mathes and James Rapp October 4, 2024 by renholding

On September 25, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against 23 entities and individuals relating to failures to file and/or amend on a timely basis Schedules 13D and 13G and Forms 3, 4 …

Watching the Watchdogs: Tracking SEC Inquiries Using Geolocation Data

By William Christopher Gerken, Steven Irlbeck, Marcus Painter and Guangli Zhang September 26, 2024 by renholding

The Securities and Exchange Commission plays a crucial role as the watchdog of Wall Street by detecting financial misconduct and enforcing securities laws, but much of its investigative process has remained opaque to researchers and the public. In a new …

SEC Commissioners Testify Before U.S. House Committee on Financial Services

By Gary Gensler. Hester M. Peirce, Caroline A. Crenshaw, Mark T. Uyeda and Jaime Lizárraga September 25, 2024 by renholding

Good morning, Chairman McHenry, Ranking Member Waters, and members of Committee. Thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission.

The SEC at 90 Years

At the SEC, we …

Fifth Circuit Ruling Underscores a Shortcoming of the SEC Whistleblower Program

By Andrew Feller and Geoff Schweller September 24, 2024 by renholding

Whistleblowers who exposed what has been called “one of the biggest frauds in Texas history” are not eligible to receive Securities and Exchange Commission (SEC) whistleblower awards based on the collections recovered in a bankruptcy proceeding, according to a recent …

Wachtell Lipton Discusses the SEC’s Disbanding of Its ESG Enforcement Task Force

By John F. Savarese, Wayne M. Carlin, David B. Anders and Carmen X.W. Lu September 20, 2024 by renholding

The U.S. Securities and Exchange Commission (“SEC”) has disbanded its Climate and ESG Task Force in the Division of Enforcement.  The Task Force was established in March 2021 with the purpose of identifying ESG-related misconduct, including material gaps or misstatements …

SEC Chair Gensler on Tick Sizes and Other Updates to Equity Market Rules

By Gary Gensler September 19, 2024 by renholding

Today [September 18], the Commission will consider updating rules for the $55 trillion equity markets. I am pleased to support these rules because they would enhance competition, efficiency, and fairness, benefitting investors and capital formation alike.

In 1975, Congress tasked …

Gibson Dunn Offers Securities Litigation 2024 Mid-Year Update

By Craig Varnen, Monica Loseman, Brian Lutz, Jefferson Bell and Chase Weidner September 18, 2024 by renholding

This update provides an overview of the major developments in federal and state securities litigation since our Securities Litigation 2023 Year-End Update. A recent NERA Economic Consulting (NERA) study provides an overview of recent developments in filings. This section …

Cohen Milstein Discusses Two U.S. Supreme Court Cases that May Increase Hurdles for Securities Fraud Plaintiffs

By Laura H. Posner and Alexandra Gray September 12, 2024 by renholding

In November, the U.S. Supreme Court will hear two cases from the Ninth Circuit Court of Appeals that will implicate the ability of investors to bring securities fraud claims. The most worrisome – NVIDIA Corp. v. E. Ohman J:or Fonder …

A New Approach to Measuring Shareholder Damages in Securities Class Actions

By Michael McDonald September 11, 2024 by renholding

Securities class-action lawsuits play a crucial role in holding corporations accountable for financial misdeeds. They typically involve allegations of securities fraud, where a company makes misleading statements or omits important information that leads to an inflated stock price. When the …

Wachtell Lipton Offers Summer Takeaways in SEC Enforcement

By John F. Savarese, Wayne M. Carlin and David B. Anders September 5, 2024 by renholding

With the Labor Day holiday now behind us, it is a good time to review the SEC’s active enforcement docket and to look ahead to likely areas of continuing enforcement attention as we head into the fall.  The record over …

Morrison & Foerster Discusses Top Five SEC Enforcement Developments for July 2024

By Nicole K. Serfoss, Michael D. Birnbaum, Haimavathi V. Marlier, Craig D. Martin and Mamie Tabet August 28, 2024 by renholding

1. SDNY Judge Holds SEC Failed to Adequately Plead Risk Disclosure and Controls Claims in SolarWinds

On July 18, 2024, the United States District Court for the Southern District of New York issued an opinion in Securities and Exchange Commission …

The SEC Can Learn a Thing or Two from Europe About Regulating Digital Assets    

By Alexandros Kazimirov August 23, 2024 by renholding

In its approach to digital assets, the Securities and Exchange Commission has been criticized for regulating by enforcement. In reality, the SEC has taken a twofold approach. In addition to bringing lawsuits against crypto exchanges, the commission has proposed amending …

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