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Cleary Gottlieb Discusses SEC Action for Non-Disclosure of DOJ Investigation

By Robin M. Bergen, Matthew Solomon, Adam Fleisher, Rahul Mukhi and Alexander Janghorbani October 15, 2019 by Avesh Krishna

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

By Andrew Vollmer October 14, 2019 by renholding

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 …

SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities

By Heath Tarbert, Kenneth A. Blanco and Jay Clayton October 14, 2019 by renholding

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

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The Seller’s Curse and IPO Pricing

By Patrick Corrigan October 9, 2019 by renholding

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

By Jonathan Barnett October 8, 2019 by renholding

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

By William P. Barr October 7, 2019 by renholding

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

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SEC Chairman Delivers Remarks on Elder Investor Fraud

By Jay Clayton October 4, 2019 by renholding

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

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The Cost to Retail Investors and Public Markets of “Harmonizing” Securities Offering Exemptions

By Erik F. Gerding October 1, 2019 by renholding

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

By Jay Clayton September 30, 2019 by renholding

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

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Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat

By Jay Clayton September 26, 2019 by renholding

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

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The Impact of Information Technology on Stock Price Crash Risk

By Feng Guo, Ling Lei Lisic, Michael D. Stuart and Chong Wang September 25, 2019 by renholding

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?

By Thomas J. Lopez, Christopher McCoy, Gary K. Taylor and Michael Young September 24, 2019 by renholding

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

By Jay Clayton September 20, 2019 by Avesh Krishna

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

By Benjamin Edwards and Anthony Rickey September 19, 2019 by renholding

Stockholder representatives in class and derivative actions are supposed to share in any recovery on the same terms as other stockholders.[1] Absent court approval, class counsel typically cannot share fee awards with their clients.[2] Indeed, class-action litigator William …

Does Mandatory Disclosure for Private Firms Increase Their Chances of Going Public?

By Cyrus Aghamolla and Richard T. Thakor September 17, 2019 by renholding

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?

By Emmanuel T. De George, Minh Phan and Robert C. Stoumbos September 12, 2019 by renholding

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

By Jay Clayton September 11, 2019 by renholding

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

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SEC Announces Changes in Handling No-Action Requests on Shareholder Proposals

By William Hinman September 10, 2019 by renholding

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

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Chairman Clayton Speaks Before SEC Investor Advisory Committee

By Jay Clayton September 6, 2019 by renholding

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

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SEC Commissioners Discuss Proposed Changes to Regulation S-K

By Robert J. Jackson, Jr. and Allison Herren Lee August 29, 2019 by renholding

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,

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