Columbia Law School
Sky Blog
We are all too familiar with the many ways in which the COVID-19 pandemic has transformed our personal and professional lives over these last several months.[1] We are confronting new and serious personal challenges, all the while endeavoring to
Securities Regulation
Insider Trading Data Reveals Pandemic Is a Time for Questioning, Not Answering
Following news reports about executives selling shares in their corporations to avoid losses due to the pandemic, we take a closer look at insider trades and find that net insider purchases have been positive in February and March, revealing corporate …
SEC Chair Addresses Proposed Equity Market Data-Governance Reforms
Good afternoon. This is an open meeting of the U.S. Securities and Exchange Commission on May 6, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue an Order that would direct …
SEC Chair Addresses Special Meeting of the Investor Advisory Committee
Thank you, Anne (Sheehan). I really appreciate your prompt response to our request to reconvene a special meeting of the Investor Advisory Committee to focus on issuer-investor engagement in the context of the challenges posed by COVID-19, including, in particular,
Cleary Gottlieb Discusses How Court Allowed Securities Liability for Slack’s Direct Listing
Over the last two years, direct listings – in which companies list their stock on an exchange to enable insiders and early investors to sell their holdings to the public without issuing new shares – have received considerable attention as …
Changing Expectations for Financial Disclosure of Climate-Related Information
In early 2020, State Street Global Advisors, BlackRock, and other investment firms announced their plans for persuading companies to address financially-material environmental, social, and governance (ESG) issues. The high-profile announcements followed moves in recent years by Wellington Management, CalPERS, and …
Wachtell Offers More on What to Say During Earnings Calls in Time of Covid-19
Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history. How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet …
Why the Proposed Blockchain Token Safe Harbor Makes Sense
The application of the U.S. securities laws to blockchain tokens has been a controversial subject, with the Securities and Exchange Commission (SEC) taking an aggressive posture. On February 6, 2020, SEC Commissioner Hester Peirce proposed a non-exclusive safe harbor from …
The Risks and Rewards of Shareholder Voting
[Editor’s Note: This and the following piece offer a point/counterpoint on shareholder voting.] The SEC’s recently proposed rules on proxy advisers and shareholder proposals have made shareholder voting one of the most prominently debated corporate governance issues ever. In a …
Columbia Law Professors Write Two of Top Corporate and Securities Articles
John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert
SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic
The Securities and Exchange Commission and its senior staff have put out a succession of releases that combine some relief, some guidance and some warnings. The SEC Coronavirus (COVID-19) Response page is available here.
The latest in the series came …
Improving Enforcement and Adjudication at the SEC
Earlier this year, the Office of Management and Budget solicited suggestions for “regulatory reforms that will better safeguard due process in the regulatory enforcement and adjudication settings.” That invitation was a rare opportunity to comment on the procedures federal agencies …
Top SEC Officials Address What to Say on Earnings Calls During Pandemic
The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty. Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our
Will FinTech Disruption in the ‘20s Be Roaring?
In recent podcasts, we addressed three themes, among other topics: how artificial intelligence and machine learning (AI/ML) can change how decisions get made; how blockchain can transform how we transact and how we record and communicate things; and how technology …
SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times
Over 57 million American households are invested in our securities markets. The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission. The 4,500 women and men of …
The Senator Traded While His Constituents Died: A Legal Analysis of Insider Trading by Public Officials
The coronavirus’ impact across the United States will make an epic, even Tolstoyan, saga, sweeping across all levels of American society and featuring brave heroes and tragic victims. But so far, this story has lacked one figure that every drama …
Wachtell Lipton Discusses Disclosure Issues Relating to COVID-19
Among the many issues facing public companies as a result of the COVID-19 pandemic is how to handle disclosure. The pandemic is having a material impact on most companies. While in a few cases the crisis may actually be increasing …
Private Company Fraud and Enforcement
Companies can get big without going public. The number of U.S. listed companies is down by half, and the last few years have seen more capital raised on the private side than on the public side. Despite this well-documented shift …
SEC Chairman on the Essential Connections Among Markets, Businesses, and Workers in the Time of Covid-19
Over the past several weeks, my colleagues at the SEC, other regulators, elected officials, market participants and others have asked my views on the functioning of our capital markets, and the importance of those markets, in the context of our
Senator Richard Burr and Mixed Motives for Insider Trading
In response to accusations Friday of trading on non-public information about the coronavirus, Senator Richard Burr of North Carolina asserted independent and lawful grounds for unloading between $628,000 and $1.72 million worth of stock. “I relied solely on public news …