Columbia Law School
Sky Blog
Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson,
Securities Regulation
Does Litigation Risk Make Financial Reports Less Readable?
Financial reports can be opaque, complex, and difficult to understand. As far back as 1998, this was the premise behind the SEC’s Plain English Rule: an unsuccessful attempt to encourage firms to write more readable financial reports. In a new …
Sullivan & Cromwell Discusses NYSE Proposal to Expand Permitted Use of Direct Listings
On November 26, 2019, New York Stock Exchange LLC (“NYSE”) filed notice of a proposed rule change with the Securities and Exchange Commission to modify its listing rules relating to direct listings. The proposed rule change would allow companies to …
Insider Trading and Macroeconomic Risk
In a new article, I use network theory to show that there is a hidden link between insider trading and macroeconomic risk. I suggest that current laws on insider trading increase the level of macroeconomic risk for the economy, and …
SEC’s Director of Investment Management Division Talks Securities Law Developments
Good Morning. Thank you Susan [Olson], and thank you all for the opportunity to come back and update you on the Division’s work.[1]
I recently came across a September Compliance Minute Podcast, titled: Where Have you Gone, Dalia Blass?
SEC Commissioners Jackson and Lee on Proposed Rules for Funds’ Use of Derivatives
Yesterday [November 25] the Commission proposed rules on funds’ use of derivatives to obtain leverage.[1] Appropriate use of derivatives can produce benefits for investors, like better risk-adjusted returns or more efficient exposure to certain asset classes. But that same
SEC Commissioners Peirce and Roisman on Proposed Rules for Funds’ Use of Derivatives
We thank the staff of the Division of Investment Management (the “Division”) for undertaking the challenging task of devising and presenting for Commission vote a proposal to modernize the way we regulate the use of derivatives in investment funds’ portfolios.
Spinning the CEO Pay Ratio Disclosure
The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …
Debevoise & Plimpton Discusses SEC’s Proposed Changes to Advertising Rule
On November 4, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposal”) to modernize Rule 206(4)-1 (the “Advertising Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). [1] The first substantial amendment to the Advertising Rule …
Blue Sky Banter Podcast: Coffee and Jackson on the Latest at the SEC
Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC.
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SEC Chair Clayton Discusses Modernizing Our Regulatory Framework
Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.
In particular, I miss
Davis Polk Discusses SEC’s Proposed Rules on Proxy Advisers, Shareholder Proposals
On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The Commission also voted to propose amendments with regard to …
SEC Chair Talks Small Business Capital Formation
Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation.[1] It is nice to join you again for today’s meeting.
How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform
Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …
Commissioner Peirce Discusses SEC’s Enforcement Program
Thank you, Meredith [Cross], for that kind introduction. It is an honor to be with you here today [November 4]. I must begin with my standard disclaimer that the views I represent are my own views and not necessarily those
Toxic Unicorns: What Has Been Missed About WeWork’s Fiasco
Most everyone has had their say about the collapse of WeWork’s failed initial public offering (“IPO”).[1] Clearly, this failure was overdetermined, as many competing causes can explain it, including: (1) the extraordinary level of self-dealing that its CEO, Adam …
SEC Chair Clayton on Proposals to Reform Proxy Voting System
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
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