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Common Ownership: The Investor Protection Challenge of the 21st Century

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

Thank you so much, Scott [Hemphill], for that incredibly kind introduction.* It’s a real honor to be here with you—and to be invited to testify before the Federal Trade Commission (FTC). I share your commitment to making sure …

New York Attorney General Overreaches in Climate-Change Complaint Against Exxon

By Merritt B. Fox December 10, 2018 by renholding

The New York Attorney General (“NYAG”) recently filed a complaint against ExxonMobil alleging that the company violated the Martin Act, New York State’s securities law, by making material misstatements concerning how it was accounting for the possibility of increasingly stringent …

SEC Chair Talks Rulemaking Over the Past Year and the Road Ahead

By Jay Clayton December 7, 2018 by renholding

For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs

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How the Regulation of Initial Coin Offerings Shifted from Inactivity to Full Enforcement

By Marco Dell’Erba December 5, 2018 by renholding

In recent years, Initial Coin Offerings (ICOs) have emerged as a disruptive tool in entrepreneurial finance. ICOs involve the sale of a stake in a project with the aim of raising funds at an early stage of development. Although ICOs …

Debevoise Discusses SEC’s Record Year for Whistleblowers

By Mary Jo White, Andrew J. Ceresney, Arian M. June, Jonathan R. Tuttle and Ada Fernandez Johnson December 4, 2018 by renholding

On November 15, 2018, the U.S. Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of the Whistleblower (the “OWB”) provided its annual report to Congress describing the status of the whistleblower program and touting a “record-breaking year” for …

Dissecting the Conundrum of Investing in Hedge Funds Despite High Fees and Mediocre Returns

By Cary Martin Shelby November 29, 2018 by renholding

October 2018 ended with the hedge fund industry suffering its worst monthly decline since September 2011, according to the HFRI Fund Weighted Composite Index. Some commentators are predicting that 2018 will end with the hedge fund industry experiencing its worst …

Skadden Discusses CFTC Division of Enforcement’s First Annual Report

By David Meister, Jonathan Marcus and Daniel B. O'Connell November 27, 2018 by renholding

On November 14, 2018, the Commodity Futures Trading Commission (CFTC) Division of Enforcement released an annual report, apparently the first of its kind.¹ In a speech given at New York University School of Law, James M. McDonald, director of …

What Justice Kavanaugh’s “Lorenzo” Dissent Means for the Future of Chevron Deference

By Matthew C. Turk and Karen E. Woody November 21, 2018 by renholding

On June 18, 2018, the Supreme Court granted cert in Lorenzo v. Securities and Exchange Commission (Lorenzo), a case that presents significant questions about the federal securities laws. Lorenzo also comes with a twist: The underlying D.C. Circuit decision …

SEC Divisions Set Forth Views on Issuing and Trading Digital Asset Securities

By Securities and Exchange Commission November 21, 2018 by renholding

In recent years, we have seen significant advances in technologies – including blockchain and other distributed ledger technologies – that impact our securities markets. This statement[1] highlights several recent Commission enforcement actions involving the intersection of long-standing applications of …

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

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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

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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 …

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