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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
Securities Regulation
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 …
SEC Chair Clayton Talks More Modern Regulatory Framework
Today [Septemer 26] , the Commission announced three important rulemakings.
- Modernizing the Approval Framework for ETFs. We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized
Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat
Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]
Overview—The SEC’s
The Impact of Information Technology on Stock Price Crash Risk
Advances in information technology have revolutionized the dissemination and acquisition of firm-specific information, allowing investors and other stakeholders to quickly assess firm performance and value and monitor management effectively. Our research examines the impact of information technology on the ability …
Do Non-GAAP Expense Exclusions Mislead Investors?
A firm has two options when reporting its quarterly and annual earnings: It can report earnings based on generally accepted accounting principles (GAAP), or it can report non-GAAP earnings by excluding (adding) certain expenses that will increase (decrease) its non-GAAP …
SEC Chair on Transparent Market Prices, Small Business, and Teamwork
Thank you Bob [Stebbins]. It is such a pleasure to be in a university town.
We drove in just after 11pm last night [September 12] and even then you could feel the energy, the energy that comes with curiosity, a …
Uncovering Hidden Conflicts in Stockholder Class Action Litigation
Does Mandatory Disclosure for Private Firms Increase Their Chances of Going Public?
How do disclosure requirements influence a private firm’s decision to go public? This is an important question for regulators and corporate finance professionals, given current debate about how much information private firms should have to disclose. Conceptually, public disclosure requirements …
Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms?
The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …
SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues
Thank you for having me and thanks to those who have contributed to today’s [September 9] event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford].
I am grateful
SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals
After the recent proxy and shareholder proposal season, the Division considered whether additional guidance or changes to its process of administering Exchange Act Rule 14a-8 were warranted. As a result of that consideration, the staff focused on how it could
Chairman Clayton Speaks Before SEC Investor Advisory Committee
Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s [September 5] telephonic meeting.
Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers
SEC Commissioners Discuss Proposed Changes to Regulation S-K
We support sending out for public comment the recently proposed revisions to Regulation S-K, the central repository for non-financial statement disclosure. We’re especially grateful to our colleagues in the Division of Corporation Finance, Director Bill Hinman, Betsy Murphy, Felicia Kung,
Cleary Gottlieb Offers 2019 Mid-Year Developments in Securities and M&A Litigation
The most significant securities decision to be handed down in the first half of 2019 came from the Supreme Court in Lorenzo v. SEC, which clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). Another significant ruling …
Is Positive Sentiment in Corporate Annual Reports Informative?
Recent advances in machine learning and natural language processing (NLP) enable machines to better understand human languages. E-mail systems now routinely warn us when an email we receive may be a spam, suggest a quick response to an email, correct …