Columbia Law School
Sky Blog
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
Securities Regulation
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
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 …