Securities Regulation

Regulating Offshore Finance

By Will Moon April 27, 2018 by renholding

The Cayman Islands, Bermuda, and the British Virgin Islands are famous as “tax havens” that facilitate the evasion or avoidance of domestic tax. They and a growing number of other offshore jurisdictions in the Caribbean and elsewhere are emerging hubs …

How to Regulate Bitcoin Futures

By Margaret Ryznar April 26, 2018 by renholding

Bitcoin is a currency, technology, and, most recently, futures product.  Several clearinghouses have allowed bitcoin futures trading.  For example, CBOE launched trading in bitcoin futures on December 10, 2017, while CME Group did so a week later.[1]  NASDAQ and …

The Middle-Market IPO Tax

By Robert J. Jackson, Jr. April 26, 2018 by renholding

It’s a real honor to be here with you today at the Greater Cleveland Middle Market Forum.* In addition to leading some of the nation’s most promising young companies, you all have done exceptional work making sure that the …

Latham & Watkins Discusses SEC’s Take on Digital Asset Trading

By Wenchi Hu, Vivian A. Maese, John J. Sikora Jr. and Timothy P. Pisacreta April 24, 2018 by charlesbluesky

Crypto trading platforms worldwide should be aware of recent SEC actions if they provide access to US persons or persons within the US for trading.

Global financial regulatory authorities have begun to take action and release guidance regarding the emerging …

Columbia Law Professors Write Three of Top 10 Corporate and Securities Articles

By Reynolds Holding April 23, 2018 by renholding

Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a

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Blue Sky Banter Podcast: SEC’s Robert Jackson on Dual Class Shares and More

By Reynolds Holding April 19, 2018 by renholding

Robert Jackson, a commissioner of the U.S. Securities and Exchange Commission and a former professor at Columbia Law School, speaks with Reynolds Holding about becoming a commissioner, the problem of perpetual dual class stock, and what the commission can do

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Video: The Biggest Issues Facing Securities Markets in the 21st Century

By Merritt B. Fox, Lawrence R. Glosten and Edward F. Greene April 16, 2018 by renholding

An esteemed panel of regulators, scholars, and lawyers gathered at Columbia Law School on March 29 to discuss Securities Market Issues for the 21st Century, a new e-book on the most important areas of inquiry for securities regulation and …

Sticking Around Too Long? Dynamics of the Benefits of Dual-Class Structures

By Hyunseob Kim and Roni Michaely April 12, 2018 by renholding

Lawyers and academics generally have a dim view of dual-class share structures. When Snap Inc., a technology-based social media company, was preparing for its initial public offering (IPO) in early 2017, for example, CalPERS and many other prominent institutional investors …

Cleary Gottlieb Discusses the SEC’s New Cyber Unit, Six Months On

By Jonathan S. Kolodner, Rahul Mukhi, Matthew C. Solomon and Anne Titus Hilby April 3, 2018 by renholding

On September 25, 2017, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) announced the creation of a Cyber Unit within the Enforcement Division in order to further the Division’s “substantial expertise in the detection and pursuit of fraudulent …

Do Firms Under-Report Information on Cyber-Attacks?

By Eli Amir, Shai Levi and Tsafrir Livne April 2, 2018 by renholding

A cyber-attack is a risk that every firm must manage. Prior studies raised doubts about how harmful cyber-attacks actually are. In particular, studies used the market reaction to cyber-attacks to show that they cause only small losses that decrease over …

Kirkland & Ellis Discusses Trump Administration’s Ban on Dealings in Venezuelan Cryptocurrency

By Mario Mancuso, Erica Williams, Michael Casey, Sanjay Mullick and Joanna Ritcey-Donohue April 2, 2018 by Carly Goeman

On March 19, 2018, President Trump issued an Executive Order “Taking Additional Steps to Address the Situation in Venezuela” (“Executive Order”) that prohibits U.S. persons from engaging in dealings in any digital currency, digital coin, or digital token issued by, …

SEC Discusses Online Trading Platforms — With a Word of Caution

By Stephen J. Crimmins March 29, 2018 by renholding

On March 7, 2018, the Securities and Exchange Commission’s Enforcement Division and its Trading & Markets Division issued a joint “Statement on Potentially Unlawful Online Platforms for Trading Digital Assets.”[1]  The release appeared to be the strongest signal yet …

Simpson Thacher Discusses Supreme Court Ruling on State Court Jurisdiction Over Securities Class Actions

By Jim Kreissman, Alexis Coll-Very, Stephen Blake and Pete Kazanoff March 28, 2018 by Carly Goeman

On March 20, 2018, the Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, unanimously held that state courts have jurisdiction over class actions alleging only violations of the Securities Act of 1933.^[1]  The …

How Cross-Border Cooperation Improves Securities Enforcement and Financial Reporting

By Roger Silvers March 27, 2018 by renholding

In a recent study, I investigate cross-border coordination among national securities regulators and its impact on enforcement and financial reporting. The paper provides an in-depth look at the cross-border enforcement program at the U.S. Securities and Exchange Commission (SEC), …

Debevoise Discusses the New SEC Cybersecurity Guidance

By Luke Dembosky, Jeremy Feigelson, Matthew E. Kaplan, Jim Pastore and Paul M. Rodel March 26, 2018 by renholding

On February 21, 2018, the SEC issued new Guidance regarding cybersecurity disclosure and governance requirements applicable to SEC reporting companies. In our earlier Client Update on this topic, we discussed the disclosure considerations addressed in the Guidance. In this Client …

Ropes & Gray Discusses the Regulatory Push to Rein in ICO Market

By Christopher Conniff, Michael McGovern, Helen Gugel and Jessica Soricelli March 21, 2018 by renholding

On March 1, 2018, Overstock.com disclosed that its ongoing $250 million initial coin offering has been under investigation by the U.S. Securities and Exchange Commission since February.¹ The investigation appears to be part of a widespread probe pursuant to …

Securities Litigation in 2017: “It Was the Best of Times, It Was the Worst of Times”

By John C. Coffee, Jr. March 19, 2018 by renholding

Securities class actions soared in 2017, jumping from 271 filings in 2016 to a near record 412 filings in 2017 — well above the average of 193 per year for the years 1997 to 2016.[1] Only 2001 was comparable, …

Latham & Watkins Discusses SEC Charges Against BitFunder and the State of Digital Asset Trading

By Wenchi Hu, Vivian Maese and John Sikora March 19, 2018 by renholding

The SEC continues to send messages to the nascent cryptocurrency market. The agency has recently brought enforcement actions and issued a public statement that illustrate the agency’s views on how the federal securities laws apply to crypto or digital asset …

Gibson Dunn Discusses Delaware Supreme Court Ruling on Stockholder Ratification of Director Compensation

By Jefferson E. Bell and David A. Coon March 15, 2018 by charlesbluesky

In a December 19, 2017, decision, In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017 (Del. Dec. 19, 2017), the Supreme Court of the State of Delaware considered the limits of a stockholder ratification defense when directors make …

Silence is Safest: Non-Disclosure When the Audience’s Preferences are Uncertain

By Philip Bond and Yao Zeng March 12, 2018 by renholding

An important and long-standing question in the economics of information is whether voluntary disclosure leads to full disclosure. A compelling and intuitive argument, often described as the “unraveling” argument (see Milgrom, 1981), suggests that the answer is, yes. In brief, …