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Do Managers Bias Earnings Forecasts in Response to Current Earnings Surprises?

By Stephen P. Baginski, John L. Campbell, Patrick Ryu and James Warren July 25, 2019 by renholding

Each quarter, managers provide a summary of their firm’s accounting performance – a disclosure known as a quarterly earnings announcement. Earnings announcements attract significant attention from investors and media outlets because, if earnings are different than market expectations, stock price …

Gibson Dunn Offers 2019 Mid-Year Securities Enforcement Update

By Mark K. Schonfeld and Amy Mayer July 24, 2019 by renholding

The first half of 2019 has seen a continuation of the Securities and Exchange Commission’s emphasis on protecting the interests of Main Street investors. Chairman Clayton reiterated these themes in his testimony in May before the Financial Services and General …

SEC Chairman Clayton Kicks Off SEC Roundtable on Short-Termism

By Jay Clayton July 22, 2019 by renholding

Bill [Hinman] thanks a lot. I’m going to highlight three items to try and kick us off here. First, a thank you to Bill, Coy, Shelley and the other staff from the Division of Corporation Finance for the work you

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The Supreme Court Misses an Opportunity in Securities Law Enforcement

By Andrew Vollmer July 18, 2019 by renholding

In Lorenzo v. SEC, the U.S. Supreme Court continued the struggle to define the difference between primary liability and aiding and abetting liability in Rule 10b-5 and other securities fraud claims. The difference matters because private plaintiffs do not have …

Fragmented Securities Regulation: Neglected Insider Trading in Stand-Alone Banks

By Sehwa Kim and Seil Kim July 17, 2019 by renholding

The financial regulatory structure in the U.S. is complex, consisting of multiple agencies with overlapping responsibilities. Regulators have raised concerns that regulatory fragmentation may undermine the stability and efficiency of the U.S. financial system (GAO 2016). In this paper, we …

Insider Trading As Fraud

By Zachary Gubler July 16, 2019 by renholding

U.S. Insider trading law is strange. Because Congress has never adopted a comprehensive statute on the subject, insider trading law is largely a species of federal common law. That’s not to say that the Supreme Court has nothing to go …

SEC Staff Offers Views on the Transition from LIBOR

By Securities and Exchange Commission July 16, 2019 by renholding

Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant[1]

LIBOR[2] is an indicative measure of the average interest rate at which major global banks could borrow from one

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SEC Proposes to Exempt More Firms from Required Attestation of Internal Controls

By Colleen Honigsberg and Shivaram Rajgopal July 15, 2019 by renholding

The Securities and Exchange Commission has proposed changes to its rules requiring companies to obtain attestation on their internal controls from an independent public accountant. The proposal rests on the idea that attestation’s costs often exceed its benefits. The SEC’s …

SEC Chair Clayton Discusses Regulation Best Interest and Investment Advisers

By Jay Clayton July 12, 2019 by renholding

As many of you know, in June, the Securities and Exchange Commission adopted a package of rules and interpretations that will enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.[1] Importantly, they bring the

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SEC Statements on the Retirement of Delaware Chief Justice Leo Strine

By Jay Clayton and Robert J. Jackson, Jr. July 10, 2019 by renholding

Yesterday, Chief Justice Leo Strine announced his retirement after more than twenty years on the Delaware Court of Chancery and Supreme Court of Delaware, two of the most important courts for our markets and our investors.

Chief Justice Strine deserves

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SEC Chair Clayton Issues Statement on Offers of Settlement

By Jay Clayton July 8, 2019 by renholding

When the Securities and Exchange Commission is considering filing (or has filed) an action alleging violations of the federal securities laws, it often is in the public interest to pursue a timely, reasonable and consensual resolution of the matter. The

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SEC Commissioner Jackson Gives Statement on Margin for Security Futures

By Robert J. Jackson, Jr. July 4, 2019 by renholding

As always, I want to begin by thanking our Staff for the hard work reflected in today’s release. In particular, Tom McGowan and Sheila Swartz provided helpful briefings to my Office, addressing a wide range of questions in connection with …

SEC Proposes Change to Margin Rules on Security Futures

By Securities and Exchange Commission July 4, 2019 by renholding

The Securities and Exchange Commission (SEC) announced today that it has proposed to align the minimum margin required on security futures with other similar financial products. The proposal—which, if the CFTC votes in favor of, would be a joint

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SEC Commissioner Peirce Speaks About Women on Boards

By Hester M. Peirce July 3, 2019 by renholding

A few months ago there was an article in the Washington Post about the baby on board signs that seem to be on so many cars.[1] The article’s timing was perfect because I had just seen one of those …

Sullivan & Cromwell Discusses New Type of Lawsuit Involving Securitized Debt

By Sullivan & Cromwell LLP July 2, 2019 by renholding

On June 12, 2019, in Cohen v. Capital One Funding,1 certain Capital One credit card holders filed a putative class action lawsuit in the U.S. District Court for the Eastern District of New York against

special purpose entities (“Trusts”)

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Addendum

By Reynolds Holding June 26, 2019 by renholding

Subsequent to the publication of yesterday’s Statement of Concerned Securities Law Professors, Professor Roberta Karmel, Centennial Professor of Law at Brooklyn Law School and a former Commissioner of the Securities and Exchange Commission, advised us that she also wanted to …

Statement of Concerned Securities Law Professors Regarding Investment Advisers and Fiduciary Obligations

By Drafting Committee June 25, 2019 by renholding

We circulate this statement as law professors specializing in the field of securities regulation who are concerned that the Securities and Exchange Commission (the “Commission”) has moved in a new direction that is both contrary to its past practice and …

“Cyan,” Reverse-“Erie,” and the PSLRA Discovery Stay in State Court

By Wendy Gerwick Couture June 14, 2019 by renholding

In the wake of the Supreme Court’s holding in Cyan, Inc. v. Beaver County Employees Retirement Fund[1] that state courts have concurrent jurisdiction over Securities Act claims, even if asserted as class actions, there has been an influx of …

SEC Commissioner Peirce Talks Exchange-Traded Funds

By Hester M. Peirce June 14, 2019 by renholding

Welcome to all of you. We are so delighted to be able to host you at the Securities and Exchange Commission for today’s workshop on exchange-traded funds (ETFs). The discussion today is sure to be fascinating. Aside from my greeting,

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Deals, Activism, and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference

By Reynolds Holding June 10, 2019 by renholding

A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder …

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