Columbia Law School
Sky Blog
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.
Today we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance
Securities Regulation
Commissioner Roisman on Modernizing SEC Rules About Proxy Voting Advice
I. Introduction – An Important Milestone
Thank you, Chairman Clayton.
I have said before that proxy voting is fundamental to our capital markets.[1] Improving proxy voting is a subject that I am passionate about, and one I have cared
SEC Commissioner Jackson on Proposals to Restrict Shareholder Voting
Thank you, Mr. Chairman, and thanks to Commissioner Roisman, Division Director Bill Hinman, and especially the tremendous Staff in the Division of Corporation Finance for their hard work in advance of today’s meeting. And congratulations to all of my colleagues
SEC Commissioner Lee on Shareholder Rights
There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.
The proposed changes to our current proxy regime would make it more costly and more difficult
Is There Too Much Disclosure?
In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …
SEC Chair Clayton Talks Fixed-Income Markets
Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here and for traveling to our offices in New York.[1] Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal
SEC Commissioner Jackson Delivers Remarks on Fixed-Income Market Structure
Good morning, and thanks to all of you once again for joining us at today’s meeting of the Fixed Income Market Structure Advisory Committee (FIMSAC). Since my very first day on the Commission—when I began this job by attending my
SEC Chair Seeks Public Input on Disclosure for Residential Mortgage-Backed Securities
Securitization plays a critical role in the U.S. capital markets and can enhance liquidity in important sectors of the economy. In particular, residential mortgage-backed securities (“RMBS”) play a significant role in enhancing liquidity in the residential mortgage market and thereby
Calculating SEC Whistleblower Awards: A Theoretical Approach
On October 23, the Securities and Exchange Commission is scheduled to vote on whether to adopt proposed amendments to the rules governing its whistleblower bounty program. The most controversial proposed amendments are to Rule 21F-6, which governs the way the …
SEC Investor Advocate Calls Dual-Class Shares a Recipe for Disaster
Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders.[1] I know you take those responsibilities seriously, and
Redefining “Accredited Investor” to Put Main Street Capital into Capitalism
While exempt offerings now involve twice as much money as public offerings, only accredited investors (“AIs”) get invited to the private company party. Thus, individuals who fail to meet the net worth or income thresholds (“non-AIs”) cannot invest early in …
Do Firms Conceal Material Misstatements by Reporting Revisions Rather than Restatements?
Disclosure of financial reporting errors is vital to maintaining investors’ trust in the capital markets. Yet, in recent years the number of misstatements corrected in restatements of financial reports has declined dramatically, and misstatements are now more likely to be …
Cleary Gottlieb Discusses SEC Action for Non-Disclosure of DOJ Investigation
Companies that face non-public government investigations frequently confront challenging questions regarding whether and when to disclose the existence of the investigation, how much to disclose, and any duty to update the disclosure as the investigation proceeds. On the one hand, …
How the SEC Should Harmonize Private Securities Offering Exemptions
The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings. The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …
SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities
The leaders of the U.S. Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and the U.S. Securities and Exchange Commission (the “Agencies”) today issued the following joint statement to remind persons engaged in activities involving digital assets of their
The Seller’s Curse and IPO Pricing
Benchmark Capital partner and legendary tech investor Bill Gurley recently declared on CNBC, “It took me two decades to figure this out, but I think Silicon Valley’s been on the bad end of a bad joke for about four decades …
The Puzzling Case of the WeWork Non-IPO
The dramatic implosion of the IPO of The We Company, parent of office-sharing firm WeWork, (the “WeWork IPO) has attracted intense scrutiny across the business community. For scholars and practitioners who work at the intersection of law, business, and technology, …
Attorney General Barr Speaks at SEC’s Criminal Coordination Conference
I am honored to be here representing the dedicated men and women of the Department of Justice. Like the SEC’s Enforcement staff, many of our prosecutors are tasked with investigating financial fraud and corporate crime. They are assigned to the
SEC Chairman Delivers Remarks on Elder Investor Fraud
Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.
On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants. Protecting
The Cost to Retail Investors and Public Markets of “Harmonizing” Securities Offering Exemptions
In June 2019, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued a Concept Release on the Harmonization of Securities Offering Exemptions (the “Concept Release”), which set forth proposals to expand the …