Columbia Law School
Sky Blog
Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to
Securities Regulation
Can Institutional Investors Help the Market Evaluate Complex Legal Disputes?
Do institutional investors have the ability to mitigate information asymmetries around complex corporate events? Securities class actions (SCA) are suitable for testing any informational advantage for institutional investors: The number of SCAs brought against U.S. firms has increased markedly in …
Mapping the Landscape of Comments to the SEC’s New Proxy Rules
In November 2019, the Securities and Exchange Commission (“SEC”) issued a notice of proposed rulemaking aimed at the roles played by proxy advisers in providing information and voting recommendations to clients. The move was preceded by substantively similar interpretive guidance …
Voluntary Disclosure for Primary Securities Offerings
Mandatory disclosure is a foundation of modern securities law, both in the United States and around the world. But is it really necessary? After all, corporate promoters wishing to sell securities for their full value already have an economic incentive …
The SEC and “Piggyback” Securities Litigation
Leading securities regulation scholars have repeatedly called for legislatively expanding the Securities and Exchange Commission’s (SEC) control over private securities litigation.[1] These proposals grow out of profound doubts about the private securities class action regime and frustration with the …
Why Cryptocurrencies Should Be Evaluated As Fiat Money
What are cryptocurrencies: securities, commodities, or another form of established currency – a non-sovereign fiat currency? In my forthcoming article, “Cryptocommunity Currencies,” I argue that, like other self-governing bodies, communities that issue cryptocurrencies should be judged on how …
SEC Commissioner Dissents from Order Blocking Proposed Bitcoin-Related Rule
Today the Commission once again disapproved a proposed rule change that would give American investors access to bitcoin through a product listed and traded on a national securities exchange subject to the Commission’s regulatory framework.[1] This order is the
The Blaszczak Bombshell: A Return to the “Parity of Information” Theory of Insider Trading?
The law of insider trading generally moves with the speed of molasses in February. For every two steps forward, there is one (or more) steps backward. But this winter has seen a rapid succession of developments. First, the Himes Bill …
Gibson Dunn Updates 2019 Year-End Securities Litigation
The number of securities cases filed in federal court continued at a furious pace for the third year in a row. This year-end update highlights what you most need to know in securities litigation trends and developments for the last …
How Congress Got It Right on Audit Oversight
President Donald Trump’s proposed $4.8 trillion budget calls for folding the Public Company Accounting Oversight Board (PCAOB), America’s audit watchdog, into the Securities and Exchange Commission, the nation’s primary financial regulator. The stated goal is to eliminate duplicative regulations and …
Cleary Gottlieb Discusses Upcoming LIBOR Transition
On 16 January 2020, the Bank of England (the “BoE”), the UK Financial Conduct Authority (the “FCA”) and the Working Group on Sterling Risk-Free Reference Rates (“RFRWG”) published a set of documents outlining priorities and milestones for 2020 on LIBOR …
Financial Regulators Warn Over Chinese Audit Quality Amid Coronavirus Outbreak
In November 2019, we met with senior representatives of the four largest U.S. audit firms, including certain of their network representatives, to discuss audit quality across their global networks and certain of the challenges faced in auditing public companies with
Why the SEC Proposal to Regulate Proxy Advisors Is Flawed
[Editor’s Note: This and the piece that immediately follows offer a point/counterpoint on the SEC’s proxy advisor proposal.] The Council of Institutional Investors opposes the SEC’s proposal to create a new regulatory structure for proxy advisory firms.[1]…
Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary
The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …
Petition for Rulemaking on Short and Distort
Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles. But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …
Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures
On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements evidence some debate within the SEC on this topic, which has attracted considerable recent …
SEC Commissioner Peirce Offers Proposal to Fill Gap Between Regulation and Decentralization
I appreciate the opportunity to be with all of you today. Before beginning, I have to remind you that the views I express are my own and do not necessarily represent those of the Securities and Exchange Commission or my
Recent Trends in SEC Penalties Against Public Companies
Over the past 20 years, civil penalties have become an increasingly important part of the SEC’s enforcement program. The agency frequently imposes large monetary penalties, highlights those penalties in press releases, and touts them in end-of-year statistics. Civil penalties are …
How the SEC Modernized Regulation of Exchange-Traded Funds and the Task Ahead
On September 26, 2019, the SEC released the much-anticipated new rule and form amendments designed to modernize the regulation of Exchange-Traded Funds (ETFs).[1] Rule 6c-11 under the Investment Company Act permits ETFs that satisfy certain conditions to operate without …
Cadwalader Reviews Securitization Litigation and Regulation for 2019
There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect. A number of cases have called into question firmly rooted practices …