Previous Next

Dual Class Stock: The Shades of Sunset

By John C. Coffee, Jr. November 19, 2018 by renholding

The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …

SEC Chair Clayton Offers Remarks at Proxy Roundtable

By Jay Clayton November 16, 2018 by renholding

My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.

First, thank you to Bill, Michele Anderson and staff from the

…

SEC Commissioner Roisman Offers Remarks at Proxy Roundtable

By Elad L. Roisman November 16, 2018 by renholding

Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the …

SEC Commissioner Stein’s Opening Remarks at Proxy Process Roundtable

By Kara M. Stein November 16, 2018 by renholding

Good morning. Welcome to the SEC staff’s roundtable on proxy process. I would like to start by thanking Chairman Clayton for asking the staff to host a roundtable on this very important topic. I would also like to thank Michele

…

Short and Distort

By Joshua Mitts November 13, 2018 by renholding

Anonymous political speech has a celebrated history (Publius, 1787) and has long enjoyed strong protections under the U.S. Constitution.[1] But there is a dark side to pseudonymity: Fictitious identities can wreak havoc in financial markets. A large literature in …

Simpson Thacher Discusses SEC Clarifications of Shareholder Proposal Issues

By Karen Hsu Kelley and Shari Ness November 13, 2018 by pss2150

On October 23, 2018, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) issued new Staff Legal Bulletin 14J[1], following up on previous bulletins clarifying issues arising under Exchange Act Rule 14a-8. The new …

Blue Sky Banter Podcast: John Coffee on the State of Insider Trading Law

By Reynolds Holding November 8, 2018 by renholding

Professor John C. Coffee, Jr. of Columbia Law School speaks with John Metaxas (Columbia Law ’84) about insider trading law and his role on a new task force created to develop proposals for reform in this area. The task force …

Debevoise & Plimpton on the SEC Enforcement Division’s 2018 Annual Report

By Mary Jo White, Andrew J. Ceresney, Robert B. Kaplan, Julie M. Riewe and Jonathan R. Tuttle November 8, 2018 by renholding

On November 2, 2018, the U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) Division of Enforcement released its 2018 Annual Report (“Report”) which presents and assesses the Division’s accomplishments during the 2018 Fiscal Year (“FY”).^[1] The statistics, as well …

Market Data, the SEC and Stock Exchanges: Reopening Pandora’s Box?

By Georges Ugeux November 7, 2018 by renholding

Every security traded in public markets represents several data points that can be valuable to future trades (not to mention compliance). The Regulation National Market System (or “Reg NMS”) grants exchanges, licensed as self-regulatory organizations (“SROs”), the responsibility to disseminate …

Shearman & Sterling on Whether a Cyber Breach Can Be a Violation of Internal Controls

By Shearman & Sterling November 7, 2018 by abirvarma

On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies that were the victims of cyber fraud. …

Insider Trading: Are Insolvent Firms Different?

By Andrew Verstein November 5, 2018 by renholding

Are insolvent firms different from solvent firms with respect to insider trading law and policy? Formally, the law does not change. But economic realities and non-securities law duties do. As a result, the insider trading landscape changes considerably. The law …

Arnold & Porter Discusses Growing Cybersecurity Oversight by SEC and Shareholders

By Kenneth L. Chernof, Ron Ghatan and Arthur Luk November 5, 2018 by renholding

Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today. In addition to vigilantly guarding against attacks, companies must consider the possibilities of litigation and investigations that can stem as a result of …

SEC Commissioner Discusses Improving Information for Investors in the Digital Age

By Kara M. Stein October 26, 2018 by renholding

I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has

…

The Underappreciated Dilemmas of Overlapping Financial Regulations

By Matthew C. Turk October 25, 2018 by renholding

Calls to dismantle the legal framework that was developed in response to the financial crisis have begun to multiply and gain momentum. Pursuant to a Trump Administration executive order, the Treasury Department has released a series of reports that undertakes …

Competition: The Forgotten Fourth Pillar of the SEC’s Mission

By Robert J. Jackson, Jr. October 19, 2018 by renholding

Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our …

SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules

By Robert J. Jackson, Jr. October 12, 2018 by renholding

Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to

…

The Real but Exaggerated Threat of Financial Institution Mobility to Financial Regulation

By Ilya Beylin October 11, 2018 by ilyabeylin

Where jurisdictions differ in how they regulate an activity, migration allows private parties to choose between regulatory regimes. In the context of financial regulation, scholars assert that harmonization of regulation across jurisdictions is necessary to prevent institutions from opting into …

Insider Trading and the Myth of Market Confidence

By John P. Anderson October 10, 2018 by renholding

Promoting public confidence in securities markets is a policy goal that is frequently cited by commentators, Congress, the courts, regulators, and prosecutors for the adoption and vigorous enforcement of insider trading laws.

For example, in the seminal insider trading case …

Financial Misconduct and Strategic Corporate Disclosures

By Rebecca Files, Alex Holcomb, Gerald S. Martin and Paul Mason October 9, 2018 by renholding

Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …

Debevoise on Material Omissions in Private Equity Secondary Transactions

By Katherine Ashton, John W. Rife III, Andrew M. Ahern, Kenneth J. Berman and Robert B. Kaplan October 9, 2018 by pss2150

As private equity funds approach the end of their lives, a fund’s general partner is often encouraged by the fund’s limited partners and third-party buyers to consider secondary liquidity solutions. Liquidity solutions can involve fund extensions, asset sales to third-party …

« Previous 1 … 51 52 53 54 55 … 107 Next »

The CLS Blue Sky Blog

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

Securities Regulation