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Financial Misreporting: Hiding in the Shadows or in Plain Sight?

By Delphine Samuels, Daniel J. Taylor and Robert E. Verrecchia June 13, 2018 by renholding

It’s widely assumed that executives are less likely to inflate earnings at high profile companies under a good deal of regulatory oversight. And yet it’s also widely known that managers in high profile companies have an incentive to overstate their …

SEC’s Jackson Calls for Curbing Executives’ Ability to Cash Out on Buybacks

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

Thank you so much, Neera [Tanden], for that very kind introduction. I’ve long admired all that you and everyone here at the Center for American Progress do to promote a progressive economic agenda. And I share your commitment to making

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SEC Chief Accountant Talks Financial Reporting and Innovation

By Wesley Bricker June 7, 2018 by renholding

Thank you, Robert [Hodgkinson] for the kind introduction. Thank you, also, to the Institute of Chartered Accountants in England and Wales (“ICAEW”) for sponsoring this event. I am delighted to be in London and with you this afternoon. London continues …

Financial Enforcement Actions and the Role of Whistleblowers

By Andrew C. Call, Gerald S. Martin, Nathan Y. Sharp and Jaron H. Wilde June 6, 2018 by renholding

In our recent paper, we investigate the association between employee whistleblowers and outcomes of financial misrepresentation enforcement actions by the Securities and Exchange Commission (SEC) and Department of Justice (DOJ). We examine SEC and DOJ enforcement actions for financial misrepresentation …

Post-Earnings Announcement Drift and Corporate Insider Trading

By Christina Dargenidou, Ian Tonks and Fanis Tsoligkas June 5, 2018 by renholding

Post-earnings announcement drift (PEAD) is a well-documented and puzzlingly persistent market anomaly. Companies that report earnings higher than expected typically experience an upward drift in their stock prices while those that report earnings below what was anticipated see a downward …

Latham & Watkins Discusses New SEC Guidance on Cybersecurity

By Jennifer C. Archie and Serrin Turner June 5, 2018 by renholding

With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …

Sense and Nonsense About Securities Litigation

By Richard A. Booth June 4, 2018 by renholding

In a forthcoming article, I contend that Professor James Spindler has it wrong in his recent critique[1] of scholarly opposition to securities fraud class actions (SFCAs). Spindler argues that the opposition is based on two mistaken ideas: (1) that …

The Irrepressible Myth That SEC Overregulation Has Chilled IPOs

By John C. Coffee, Jr. May 29, 2018 by renholding

The following is an abbreviated version of Professor Coffee’s May 23 testimony before the House Financial Services Committee’s Subcommittee on Capital Markets, Securities, and Investments. The deleted portions of his testimony relate to the specific content of proposed bills to …

Making a Market for Corporate Disclosure

By Kevin S. Haeberle and M. Todd Henderson May 23, 2018 by renholding

Public-company information has great social value. However, it is widely thought that left to their own devices, firms will under-disclose information about their condition and prospects. This thinking is embodied in the mandatory-disclosure regime that sits at the foundation of …

Arnold & Porter Discusses Ninth Circuit Ruling on Section 14(e) of Exchange Act

By Veronica E. Callahan, John A. Freedman, Charles A. Kreafle, Daphne Morduchowitz, Vincent A. Sama and Catherine B. Schumacher May 17, 2018 by renholding

On April 20, 2018, the Court of Appeals for the Ninth Circuit held in Varjabedian v. Emulex Corp. that a violation of Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e) (Exchange Act), which governs tender …

Gibson Dunn Discusses SIFMA Report on Helping More Companies Go and Stay Public

By Glenn Pollner, Hillary Holmes, Jessica Annis and Nicolas Dumont May 16, 2018 by renholding

On April 27, 2018, the Securities Industry and Financial Markets Association (“SIFMA”), the leading industry group representing broker-dealers, banks and asset managers, along with other securities industry related groups, released a report called “Expanding the On-Ramp: Recommendations to Help More …

Paul Weiss Discusses Roadmap of Non-GAAP Financial Measures for Audit Committees

By Mark S. Bergman, John J. Satory and Monika G. Kislowska May 15, 2018 by renholding

On March 16, 2018, the Center for Audit Quality (the “CAQ”) published Non-GAAP Financial Measures: A Roadmap for Audit Committees[1] (the “Roadmap”) to provide guidance to audit committees on advancing their oversight and involvement with non-GAAP financial measures. The …

An Unasserted Lesson of the SEC’s Yahoo Cyberbreach Enforcement Action

By Stanley Keller May 10, 2018 by renholding

Much has been written about the Securities and Exchange Commission’s enforcement action involving Yahoo’s failure to adequately disclose a cyberbreach.[1] I am writing about something that the SEC’s announcement and order did not address and therefore has not been …

Enforcement Co-Chief Offers Tips on Meeting with the SEC

By Steven R. Peikin May 10, 2018 by renholding

I’m delighted to be here today among so many friends and colleagues, and I extend my thanks to the New York City Bar for hosting this important event. Because New York plays such a pivotal role in our financial system, …

Accusers as Adjudicators in Agency Enforcement Proceedings

By Andrew Vollmer May 8, 2018 by renholding

Largely because of the U.S. Supreme Court’s 1975 decision in Withrow v. Larkin, the accepted view for decades has been that a federal administrative agency does not violate the Due Process Clause by combining the functions of investigating, charging, …

The Influence of Cross-Border Cooperation on Equity Market Liquidity

By Roger Silvers May 4, 2018 by renholding

In a recent post on this blog, I described how IOSCO’s Multilateral Memorandum of Understanding (MMoU)—an arrangement intended to facilitate cooperation among regulators—improved cross-border enforcement of securities laws. In this post, I summarize a follow-up study showing that this enhanced …

Legal Insider Trading in Europe Makes the Case for Enforcement

By Wolfgang Aussenegg, Ranko Jelic and Robert Ranzi May 3, 2018 by renholding

Evidence about the relative importance of private and public enforcement of securities laws for financial markets is inconclusive. The recently introduced Market Abuse Directive (MAD) (2003/6/EC) sets a European Union (EU) standard for regulation of insider dealing and market manipulation. …

SEC Chair Clayton Talks Retail Investment Services and Forward-Looking Regulation

By Jay Clayton May 3, 2018 by renholding

It is wonderful to be in Philadelphia.

It is wonderful to be at Temple University. It is very kind of Temple to host this event. I will speak for about 30 minutes and then take questions.[1]

Before I move …

SEC Investment-Management Director Talks Conduct Standards and Liquidity Risk

By Dalia Blass May 2, 2018 by renholding

I am going to touch on two areas of work that reflect our efforts to be a responsive regulator that seeks engagement from all as we develop regulatory policies: the standards of conduct for investment professionals and liquidity risk management.…

Insider Trading’s Legality Problem

By Miriam H. Baer May 1, 2018 by renholding

Last year, when the Supreme Court revisited the topic of insider trading in Salman v. United States, scholars rehearsed a familiar debate: Should Congress enact a statute that explicitly defines insider trading? Or should it stick with the status …

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