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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 …

Arnold & Porter Discusses Growing Cybersecurity Oversight by SEC and Shareholders

By Kenneth L. Chernof, Ron Ghatan and Arthur Luk November 5, 2018 by renholding

Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today. In addition to vigilantly guarding against attacks, companies must consider the possibilities of litigation and investigations that can stem as a result of …

SEC Commissioner Discusses Improving Information for Investors in the Digital Age

By Kara M. Stein October 26, 2018 by renholding

I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has

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The Underappreciated Dilemmas of Overlapping Financial Regulations

By Matthew C. Turk October 25, 2018 by renholding

Calls to dismantle the legal framework that was developed in response to the financial crisis have begun to multiply and gain momentum. Pursuant to a Trump Administration executive order, the Treasury Department has released a series of reports that undertakes …

Competition: The Forgotten Fourth Pillar of the SEC’s Mission

By Robert J. Jackson, Jr. October 19, 2018 by renholding

Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our …

SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules

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

Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to

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The Real but Exaggerated Threat of Financial Institution Mobility to Financial Regulation

By Ilya Beylin October 11, 2018 by ilyabeylin

Where jurisdictions differ in how they regulate an activity, migration allows private parties to choose between regulatory regimes. In the context of financial regulation, scholars assert that harmonization of regulation across jurisdictions is necessary to prevent institutions from opting into …

Insider Trading and the Myth of Market Confidence

By John P. Anderson October 10, 2018 by renholding

Promoting public confidence in securities markets is a policy goal that is frequently cited by commentators, Congress, the courts, regulators, and prosecutors for the adoption and vigorous enforcement of insider trading laws.

For example, in the seminal insider trading case …

Financial Misconduct and Strategic Corporate Disclosures

By Rebecca Files, Alex Holcomb, Gerald S. Martin and Paul Mason October 9, 2018 by renholding

Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …

Debevoise on Material Omissions in Private Equity Secondary Transactions

By Katherine Ashton, John W. Rife III, Andrew M. Ahern, Kenneth J. Berman and Robert B. Kaplan October 9, 2018 by pss2150

As private equity funds approach the end of their lives, a fund’s general partner is often encouraged by the fund’s limited partners and third-party buyers to consider secondary liquidity solutions. Liquidity solutions can involve fund extensions, asset sales to third-party …

SEC’s Co-Chief of Enforcement Talks Remedies and Relief

By Steven R. Peikin October 4, 2018 by renholding

My remarks today come a little over a year after Stephanie Avakian and I were appointed Co-Directors of the SEC’s Division of Enforcement and just a few days after the close of the first full fiscal year in which we

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Bonfire of the Vanities–2018 Style: The Case of Elon Musk

By John C. Coffee, Jr. October 2, 2018 by renholding

Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.

Securities analysts estimate that somewhere between 25 and 35 percent of the value of …

Resolving the Tension Between Efficiency and Inclusivity in Crowdfunding

By Andrew Abraham Schwartz September 27, 2018 by renholding

There’s a contradiction at the core of securities crowdfunding, a form of Internet-based public stock market modelled on Kickstarter and its ilk. On the one hand, crowdfunding seeks to create an inclusive system where entrepreneurs, regardless of where they are …

Latham & Watkins Discusses Principles Guiding FINRA Enforcement Action

By John J. Sikora, Jr., Stephen P. Wink and Gregory Mortenson September 27, 2018 by renholding

The Financial Industry Regulatory Authority (FINRA) relies on a framework of core principles in deciding whether to bring an Enforcement action in response to a given set of facts, and the key consideration is an assessment of “risk.” These core …

SEC Commissioner Airs Her Beef With Stakeholders

By Hester M. Peirce September 26, 2018 by renholding

Last time I flew to California, the skies were so clear that I was able to keep an eye on the changing landscape below all the way across the country. The vastness and great variety was striking. Having grown up

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Cleary Gottlieb on Government Scrutiny of Cryptocurrencies and ICOs

By Alexis Collins, Grace Kurland and Adam Motiwala September 25, 2018 by abirvarma

On Tuesday, September 11, 2018, Judge Raymond J. Dearie of the Eastern District of New York issued a decision holding that Initial Coin Offerings (“ICO”) may qualify as securities offerings and therefore be subject to the criminal federal securities laws. …

The Market for Lead Plaintiffs

By John C. Coffee, Jr. September 24, 2018 by renholding

A drama is playing out in Boston federal court before a respected judge that could prove to be a legal “Watergate,” one that could reshape class action practice.[1] Combining elements that are both sordid and comic, this litigation has …

SEC’s Co-Director of Enforcement Talks About Her Division’s Impact

By Stephanie Avakian September 21, 2018 by renholding

My speech today [1] happens to fall a little less than two weeks before the close of Steve Peikin’s and my first full fiscal year as Co-Directors of the SEC’s Division of Enforcement. In many respects, a year is an

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SEC Commissioner Jackson on the State of America’s Stock Markets

By Robert J. Jackson, Jr. September 20, 2018 by renholding

Thank you so much, J.W. [Verret] and Ty [Gellasch], for that incredibly kind introduction. It’s a real honor to be here with you both today at George Mason, talking about the only issue you two have ever agreed on.[*

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Sullivan & Cromwell Discusses SEC’s Withdrawal of Proxy Advisory Guidance

By Marc Treviño, Misha Patel and Amanda Toy September 19, 2018 by renholding

On September 13, the SEC’s Division of Investment Management withdrew two interpretive letters issued in 2004 to Egan-Jones Proxy Services (“Egan-Jones”) and Institutional Shareholder Services, Inc. (“ISS”). The letters described some of the guidelines under which an investment adviser could …

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