Securities Regulation

Top 10 Corporate and Securities Law Articles for 2018

By Robert B. Thompson May 10, 2019 by renholding

The Corporate Practice Commentator is pleased to announce the results of its twenty-fifth annual poll to select the ten best corporate and securities articles.  Teachers in corporate and securities law were asked to select the best corporate and securities articles

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SEC Commissioner Jackson Comments on Proposed Rule on Financial Disclosures for Mergers and Acquisitions

By Robert J. Jackson, Jr. May 6, 2019 by renholding

Let me begin by thanking the staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing the May 3 release and for helpful briefings throughout this process.

The May 3 proposal governs …

SEC Chief Accountant Talks the Future of Financial Reporting

By Wesley Bricker May 3, 2019 by renholding

I’m grateful for the opportunity to visit Baruch College’s Zicklin School of Business and speak at the annual financial reporting conference for the fourth time. Many students who were starting their collegiate work here when I first spoke at this

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Debevoise Discusses SEC Disclosure Changes for Tech, Media, and Telecom Firms

By Jeffrey P. Cunard, Michael Diz, Jonathan E. Levitsky, Paul M. Rodel and C. Chloe Orlando May 3, 2019 by abirvarma

On March 20, 2019, the SEC announced the adoption of amendments to Regulation S-K intended to modernize and simplify disclosure requirements applicable to SEC reporting companies. Highlighted below are two changes of note for companies in the technology, media and …

Beyond Disclosure: A New Way of Examining Securities Regulation

By Jena Martin May 2, 2019 by renholding

When it comes to the U.S. securities markets, the game has changed. Historically, the U.S. securities markets were dominated by retail investors who engaged in a buy and hold strategy: purchasing stocks as a vehicle to invest in a corporation …

Do Share Buybacks Deserve More Regulatory Scrutiny?

By Georges Ugeux April 29, 2019 by renholding

In 2018, U.S. companies spent $1 trillion to buy back their shares, while they spent $4 trillion to do so between 2008 and 2017. This is raising strong criticism from different quarters in the political sphere. Not only do key …

Insider Trading and Disclosure: The Case of Cyberattacks

By Eli Amir, Shai Levi and Tsafrir Livne April 25, 2019 by renholding

The U.S. Securities and Exchange Commission (SEC) recently identified incidents in which top executives sold shares before disclosing to the public negative information about cyberattacks. For example, the former chief information officer of Equifax, Jun Ying, exercised his stock options …

The Quality of Integrated Reporting Around the World

By Robert G. Eccles, Michael P. Krzus and Carlos Solano April 23, 2019 by renholding

Integrated reporting is a business process that culminates in the publication of a report that explains how an organization creates value over the short-, medium-, and long-term. In terms of content and time horizon, an integrated report is similar to …

Can Morrison Be Outflanked?: How Foreign Purchasers Are Suing in U.S. and Foreign Courts

By John C. Coffee, Jr. April 22, 2019 by renholding

Lord Denning, a highly quotable British judge, once remarked:

“As a moth is drawn to the light, so is a litigant drawn to the United States.”[1]

Some reasons for this strong attraction are obvious: (1) the U.S. (and only …

SEC Investor Advocate Talks Investor Issues for 2019

By Rick A. Fleming April 22, 2019 by renholding

Good afternoon. I hope you are enjoying this year’s edition of SEC Speaks, which gives the public a good overview of all the work that is going on at the Commission.[1] In the Office of the Investor Advocate, we

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Commissioner Peirce Speaks on SEC’s “Secret Law”

By Hester M. Peirce April 12, 2019 by renholding

I would like to begin with the standard disclaimer plus an additional one that ties with the theme of this speech. The views I represent are my own and not necessarily those of the Commission or my fellow Commissioners. The

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SEC’s Roisman on Encouraging Smaller Entrants to U.S. Capital Markets

By Elad L. Roisman April 11, 2019 by renholding

Good afternoon. Thank you to everyone who hurried back from lunch to hear me speak. The pressure is on for me to make it worth your while. I never imagined that I would be standing at this podium, but I …

SEC Chair Clayton Offers “MD&A” for the Agency

By Jay Clayton April 9, 2019 by renholding

Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a

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SEC Offers Framework for “Investment Contract” Analysis of Digital Assets

By Securities and Exchange Commission April 8, 2019 by renholding

If you are considering[1] an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset,[2] you need to consider whether the U.S. federal securities laws apply. 

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SEC Chairman Clayton Talks Market Growth and Development

By Jay Clayton April 4, 2019 by renholding

Welcome to the SEC’s 29^th Annual International Institute for Securities Market Growth and Development.[1]

Thank you for being our guests over the next two weeks.

It is our honor to host 186 delegates from 69 countries this year.

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Prof. Coffee Testifies on Insider Trading Legislation Before the House Financial Services Subcommittee on Investor Protection

By John C. Coffee, Jr. April 3, 2019 by renholding

I am very happy and honored to be back before this committee. I have been asked to comment on several proposed bills, all of which I basically support, but I will focus my limited time today primarily on Congressman Himes’ …

Gibson Dunn on SEC Simplification of Disclosure Requirements

By James Moloney, Hillary H. Holmes and Michael Titera April 2, 2019 by abirvarma

On March 20, 2019, the Securities and Exchange Commission (the “SEC”) voted to adopt amendments (available here) to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies (the “Final Rules”).[1]  The amendments, which, among …

SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee

By Jay Clayton March 29, 2019 by renholding

Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman …

SEC Commissioner Jackson Discusses FAST Act Adopting Release

By Robert J. Jackson, Jr. March 27, 2019 by renholding

I want to begin by conveying my thanks to the staff in the Division of Corporation Finance for their hard work in developing today’s adopting release. I am especially grateful to Charles Kwon and Dan Greenspan, as well as Director …

Insider Trading and Executive Overreach

By Kevin R. Douglas March 22, 2019 by renholding

The recent controversy over President Donald Trump’s use of his emergency authority to fund a wall on the U.S. southern border has awakened many Americans to the problem of executive overreach. Yet, what few may appreciate is that executive overreach …