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What Do Corporate Insiders Do with Newly Vested Equity?

By Erik Johannesson and Seil Kim November 8, 2017 by renholding

In a new study, we examine restricted-stock vesting events, through which directors and high-level executives (“insiders”) receive stock but face fewer reporting requirements and selling restrictions than if the stock had been purchased on the open market. Using a detailed …

PwC Discusses SEC’s Increased Scrutiny of Robo-Advisers

By Dan Ryan, Julien Courbe, Adam Gilbert, Mike Alix and Roberto Rodriguez November 8, 2017 by renholding

Earlier this year, the Securities and Exchange Commission (SEC) issued guidance regarding “robo-advisers,” automated investment advice tools accessed via web-based or mobile platforms with minimal human interaction.¹ The guidance is an important reminder to the industry that robo-advisers are …

Admissions and Accountability in Civil Enforcement

By Verity Winship and Jennifer K. Robbennolt November 7, 2017 by renholding

Whether and when targets of civil enforcement admit wrongdoing has been in and out of the public spotlight since the 2007-2008 financial crisis, when the issue seemed tied up in frustrations that suspected wrongdoers—especially banks and corporations—were getting off too …

Wachtell Lipton Discusses SEC’s Guidance on Shareholder Proposals

By David A. Katz, Trevor S. Norwitz, Sabastian V. Niles and S. Iliana Ongun November 6, 2017 by renholding

The SEC Division of Corporate Finance recently provided useful guidance on excluding certain Rule 14a-8 shareholder proposals (Staff Legal Bulletin No. 14I). While helpful, we hope the SEC will undertake a much-needed comprehensive review of Rule 14a-8, including …

How Do Small Issuers React to Innovation in Securities Offering Methods?

By Anzhela Knyazeva November 2, 2017 by renholding

In 2015 the U.S. Securities and Exchange Commission adopted amendments that significantly expanded Regulation A, a previously little used provision that allows companies to conduct small public securities offerings without having to comply with all the requirements applicable to traditional …

SEC Enforcement Co-Chief Talks Cybersecurity and Retail Investor Protection

By Stephanie Avakian November 1, 2017 by renholding

Good afternoon and thank you for inviting me to speak today. Before I begin, let me give the required disclaimer that the views I express here today are my own and do not necessarily represent the views of the Commission

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Arnold & Porter Discusses SEC’s Pay Ratio Guidance

By Joel I. Greenberg and Sara Adler October 31, 2017 by charlesbluesky

Item 402(u) of Regulation S-K was adopted in 2015 to implement the pay ratio disclosure provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and will require pay ratio disclosure with respect to the first fiscal year beginning …

The Promise and Perils of Crowdfunding

By John Armour and Luca Enriques October 30, 2017 by renholding

In the last few years, a source of financing for start-ups, known as crowdfunding, has become widely available. It involves raising capital from a large number of individuals, each of whom typically contributes a small sum. The internet has lowered …

SEC Commissioner Piwowar Speaks on Market Structure

By Michael S. Piwowar October 30, 2017 by renholding

These days you rarely hear the name Financial Industry Regulatory Authority (“FINRA”) in this town [Washington, D.C.] [1] without some mention of “FINRA 360,” the comprehensive self-evaluation initiated by FINRA President and CEO Robert Cook. From what I have seen …

Economic Consequences of Hiring Wall Street Analysts as Investor Relations Officers

By Ole-Kristian Hope, Zhongwei Huang and Rucsandra Moldovan October 27, 2017 by renholding

Investor relations (IR) connects the preparers of financial information with its users, aiming to facilitate efficient and effective interaction between the firm and the investment community. Historically, the IR function has been viewed as a communications role, and the investor …

Admissions in SEC Enforcement Cases: The Revolution that Wasn’t

By David Rosenfeld October 26, 2017 by renholding

In 2013, the Securities and Exchange Commission announced a new policy of sometimes requiring admissions when settling enforcement actions. The policy was a radical departure from the agency’s more than four decades-old practice of allowing companies and individuals to settle …

Are Investors Influenced by the Order of Information in Earnings Press Releases?

By Lin Cheng, Darren Roulstone and Andrew Van Buskirk October 24, 2017 by renholding

Research has begun to analyze the tone and narrative structure of earnings announcements after decades of focusing on market reactions to the earnings news itself. One conclusion from this literature is that language matters – the tone (i.e., the excess …

Cleary Gottlieb Discusses SEC’s Proposed Changes to Public Company Disclosure

By Nicolas Grabar, Jeffrey D. Karpf, Sandra L. Flow, Andrea M. Basham and Gaia Goffe October 24, 2017 by renholding

On October 11, 2017, the SEC proposed a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.[1] The proposals would implement a statutory directive under …

Is It Time to Retire Securities Act Form S-8?

By Keith F. Higgins October 13, 2017 by renholding

Every securities lawyer knows that offers and sales of securities must either be registered under the Securities Act of 1933 (Securities Act) or made pursuant to an applicable exemption. This rule is so fundamental that we often neglect to think …

SEC Chair Clayton Speaks at Open Meeting on Reg S-K Reform

By Jay Clayton October 12, 2017 by renholding

Good morning. This is an open meeting of the United States Securities and Exchange Commission on October 11, 2017 under the Government in the Sunshine Act.

This also marks my first open meeting as Chairman. I am delighted that today

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Davis Polk Explains How New Revenue Recognition Rules May Slow 2018 Offerings

By Alan F. Denenberg, Joseph A. Hall, Michael Kaplan, Sarah K. Solum and Richard D. Truesdell, Jr. October 9, 2017 by renholding

New revenue recognition rules (ASC 606 and IFRS 15) are required to be adopted by most public companies starting January 1, 2018 and most private companies starting January 1, 2019. These changes are widely regarded as some of the most …

Insider Tainting: Strategic Tipping of Material Non-Public Information

By Andrew Verstein September 27, 2017 by renholding

In an article forthcoming in the Northwestern University Law Review, I analyze the strategic use of insider trading law to disable the trading activity of an information recipient. I call this phenomenon “insider tainting.” While most tips of information open …

CamberView Partners Discusses SEC Guidance on New Pay Ratio Rule

By Abe M. Friedman, Sharo M. Atmeh, Lauren D. Gojkovich and Troy A. Paredes September 27, 2017 by renholding

On September 21, the U.S. Securities and Exchange Commission (SEC) issued guidance on the implementation of the Pay Ratio disclosure requirement as well as separate guidance from SEC staff concerning the use of sampling and other methodologies. Concurrently, the staff …

Confidential Distortion: Dealing with Confidential Witnesses in Securities Litigation

By John C. Coffee, Jr. September 25, 2017 by renholding

In a recent article prepared for the ABA’s National Institute on Class Actions, which is now posted on SSRN (available here), I and Professor Alexandra Lahav survey recent class action developments, and I focus particularly on the special …

How Investor Attention Affects Fraud Discovery and Value Loss in Securities Class Actions

By Anna Abdulmanova, Stephen Ferris, Narayanan Jayaraman and Pratik Kothari September 19, 2017 by renholding

A securities class action is a complex event characterized by scarce information, high uncertainty, and increased information asymmetry between stakeholders and firms. In our paper “The Effect of Investor Attention on Fraud Discovery and Value Loss in Securities Class Action …

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