Columbia Law School
Sky Blog
Bill [Hinman] thanks a lot. I’m going to highlight three items to try and kick us off here. First, a thank you to Bill, Coy, Shelley and the other staff from the Division of Corporation Finance for the work you
Securities Regulation
The Supreme Court Misses an Opportunity in Securities Law Enforcement
In Lorenzo v. SEC, the U.S. Supreme Court continued the struggle to define the difference between primary liability and aiding and abetting liability in Rule 10b-5 and other securities fraud claims. The difference matters because private plaintiffs do not have …
Fragmented Securities Regulation: Neglected Insider Trading in Stand-Alone Banks
The financial regulatory structure in the U.S. is complex, consisting of multiple agencies with overlapping responsibilities. Regulators have raised concerns that regulatory fragmentation may undermine the stability and efficiency of the U.S. financial system (GAO 2016). In this paper, we …
Insider Trading As Fraud
U.S. Insider trading law is strange. Because Congress has never adopted a comprehensive statute on the subject, insider trading law is largely a species of federal common law. That’s not to say that the Supreme Court has nothing to go …
SEC Staff Offers Views on the Transition from LIBOR
SEC Proposes to Exempt More Firms from Required Attestation of Internal Controls
The Securities and Exchange Commission has proposed changes to its rules requiring companies to obtain attestation on their internal controls from an independent public accountant. The proposal rests on the idea that attestation’s costs often exceed its benefits. The SEC’s …
SEC Chair Clayton Discusses Regulation Best Interest and Investment Advisers
As many of you know, in June, the Securities and Exchange Commission adopted a package of rules and interpretations that will enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.[1] Importantly, they bring the
SEC Statements on the Retirement of Delaware Chief Justice Leo Strine
Yesterday, Chief Justice Leo Strine announced his retirement after more than twenty years on the Delaware Court of Chancery and Supreme Court of Delaware, two of the most important courts for our markets and our investors.
Chief Justice Strine deserves
SEC Chair Clayton Issues Statement on Offers of Settlement
When the Securities and Exchange Commission is considering filing (or has filed) an action alleging violations of the federal securities laws, it often is in the public interest to pursue a timely, reasonable and consensual resolution of the matter. The
SEC Commissioner Jackson Gives Statement on Margin for Security Futures
As always, I want to begin by thanking our Staff for the hard work reflected in today’s release. In particular, Tom McGowan and Sheila Swartz provided helpful briefings to my Office, addressing a wide range of questions in connection with …
SEC Proposes Change to Margin Rules on Security Futures
The Securities and Exchange Commission (SEC) announced today that it has proposed to align the minimum margin required on security futures with other similar financial products. The proposal—which, if the CFTC votes in favor of, would be a joint
SEC Commissioner Peirce Speaks About Women on Boards
A few months ago there was an article in the Washington Post about the baby on board signs that seem to be on so many cars.[1] The article’s timing was perfect because I had just seen one of those …
Sullivan & Cromwell Discusses New Type of Lawsuit Involving Securitized Debt
On June 12, 2019, in Cohen v. Capital One Funding,1 certain Capital One credit card holders filed a putative class action lawsuit in the U.S. District Court for the Eastern District of New York against
- special purpose entities (“Trusts”)
Addendum
Subsequent to the publication of yesterday’s Statement of Concerned Securities Law Professors, Professor Roberta Karmel, Centennial Professor of Law at Brooklyn Law School and a former Commissioner of the Securities and Exchange Commission, advised us that she also wanted to …
Statement of Concerned Securities Law Professors Regarding Investment Advisers and Fiduciary Obligations
We circulate this statement as law professors specializing in the field of securities regulation who are concerned that the Securities and Exchange Commission (the “Commission”) has moved in a new direction that is both contrary to its past practice and …
“Cyan,” Reverse-“Erie,” and the PSLRA Discovery Stay in State Court
In the wake of the Supreme Court’s holding in Cyan, Inc. v. Beaver County Employees Retirement Fund[1] that state courts have concurrent jurisdiction over Securities Act claims, even if asserted as class actions, there has been an influx of …
SEC Commissioner Peirce Talks Exchange-Traded Funds
Welcome to all of you. We are so delighted to be able to host you at the Securities and Exchange Commission for today’s workshop on exchange-traded funds (ETFs). The discussion today is sure to be fascinating. Aside from my greeting,
Deals, Activism, and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference
A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder …
SEC Chairman Discusses Recent Legal Decisions and the Impact of Data Collection
Thank you, Jeff [Boujoukos], for that kind introduction. I am pleased to have the opportunity to speak with the SEC’s federal and state partners in my home town of Philadelphia. Thank you to the Philadelphia Regional Office for organizing this
SEC Adopts New Rules on Relationship Between Retail Investors and Financial Professionals
The Securities and Exchange Commission today [June 5, 2019] voted to adopt a package of rulemakings and interpretations designed to enhance the quality and transparency of retail investors’ relationships with investment advisers and broker-dealers, bringing the legal requirements and mandated …