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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

Davis Polk Offers Update on Investment Management and Funds Regulation

By Leor Landa, Andrew M. Ahern, Christopher P. Healey, Michael S. Hong and Gregory S. Rowland November 7, 2024 by renholding

SEC Division of Examinations releases examination priorities for 2025

On October 21, 2024, the SEC’s Division of Examinations (Division) published its examination priorities for 2025 (Exam Priorities). The Exam Priorities fall into the following seven categories: (1) Investment Advisers, (2) …

Why Activist Investors Are Rooting for Donald Trump

By Kai Liekefett and Derek Zaba November 4, 2024 by renholding

Year after year, the world’s activist-investor community meets at the Active-Passive Investor Summit, the premier shareholder activist conference in New York City, organized by research and advisory service 13D Monitor. Yet at this year’s gathering, on October 22, the mood …

Davis Polk Discusses SEC Charges for Inadequate Disclosures by Victims of SolarWinds Cyberattack

By Michael Kaplan, Fuad Rana, Robert A. Cohen, Ning Chiu and John B. Meade November 1, 2024 by renholding

On October 22, 2024, the SEC instituted settled actions against four current and former public companies impacted by the 2020 SolarWinds software hack – Unisys Corp. (Unisys), Avaya Holdings Corp. (Avaya), Check Point Software Technologies Ltd (Check Point), and Mimecast …

Where Do Corporate Insiders Trade?

By Alexander Hübbert and Lars L. Nordén October 29, 2024 by renholding

The venue for stock trading is important. Exchanges provide high immediacy and transparency, while dark markets are slower and more opaque.[1] Traders generally prefer exchanges when they want to capitalize on information before it becomes known but value dark markets …

Willkie Farr Discusses Final CFTC Guidance on Voluntary Carbon-Credit Derivatives Contracts

By Kari Larsen, Neal Kumar, Tamika Bent and Imani Martinez October 29, 2024 by renholding

In recent years, the U.S. Commodity Futures Trading Commission (“CFTC”) has expressed concern about the lack of cohesive product standards and the potential for fraud within the voluntary carbon markets.  Just this month, the CFTC announced its first …

The Dual Role of Short Sellers in Securities Litigation

By Chelsea Liu, Lily H.G. Nguyen and Kelvin Jui Keng Tan October 25, 2024 by renholding

In a new paper, we explore the often-misunderstood role of short sellers in corporate misconduct and securities class actions. Short sellers are investors who bet on a future decline in a company’s stock price. While their actions are sometimes criticized …

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

By Haimavathi V. Marlier, Craig D. Martin, Nicole K. Serfoss, Michael D. Birnbaum and Mitchell E. Feldman October 25, 2024 by renholding

Each month, we publish a roundup of the most important SEC enforcement developments. This month included the SEC’s fiscal year end and a large number of enforcement actions of note, and we examine:

  • An ESG disclosure settlement relating to the
…

SEC Chair Gensler Speaks on Modernizing Equity Markets

By Gary Gensler October 22, 2024 by renholding

Nearly four years ago, Jen Psaki was freshly in her White House press secretary job when she had to answer questions about the GameStop fallout from the podium.[1] A few months later, my first testimony as SEC Chair was …

A&O Shearman Discusses UK Digital Securities Sandbox

By Nick Bradbury, Damian Carolan, Barnabas Reynolds, Gregory Talbot, Giannis Giortzis and Louise Bralsford October 21, 2024 by renholding

On 30 September, the UK Digital Securities Sandbox was officially declared open. The announcement was made by the Bank of England (BoE) and the UK Financial Conduct Authority (FCA), following the consultation earlier this year on …

Disclosure, Greenwashing, and the Future of ESG Litigation

By Barbara Ballan and Jason J. Czarnezki October 18, 2024 by renholding

In recent years, consumers, investors and regulators have become increasingly aware of the climate crisis and accompanying risks, leading to increased demand for transparency and accountability from corporations about their business practices and sustainability footprints. This, in turn, has led …

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 …

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