Columbia Law School
Sky Blog
Online trading platforms have become a popular way investors can buy and sell digital assets, including coins and tokens offered and sold in so-called Initial Coin Offerings (“ICOs”). The platforms often claim to give investors the ability to quickly buy
Securities Regulation
SEC Allows Exclusion of Conflicting Proposals on Special Meeting Thresholds – With a Twist
Late last year, the SEC’s Division of Corporation Finance issued a no-action letter in which it agreed that a proposal seeking to lower the threshold for calling a special meeting from 25 percent to 10 percent of the outstanding shares …
Whistleblower Provisions of Dodd-Frank Deter Aggressive Financial Reporting
In 2011, the Securities and Exchange Commission (SEC) introduced a Whistleblower (WB) program as part of the Dodd-Frank Act to protect investors through greater deterrence of securities law violations and more effective enforcement. The program offers financial incentives to provide …
Blue Sky Banter Podcast: Donald Langevoort on Insider Trading, Disclosure, and Disasters
Professor Donald Langevoort of Georgetown Law speaks with Reynolds Holding about how two duties — the obligation to disclose or abstain from trading on material information and the duty to reveal corporate secrets — evolved from the Second Circuit’s Texas …
Spotify’s Direct Listing in the U.S. and Lessons from the UK
If all goes well with its February 28 filing with the Securities and Exchange Commission, Spotify will be the first firm to go public in the U.S. via a direct listing on a stock exchange. Simply put, this means that, …
SEC Commissioner Jackson Talks Mandatory Arbitration
I’m so glad to be back home here in New York. It’s an incredible honor to be speaking after Mayor Bloomberg today. And I’m sure the Mayor will be pleased to know that I plan to return and speak in
SEC Investor Advocate Discusses Mandatory Arbitration as Illusory Remedy for Shareholders
Today [February 24, 2018] is a special day for the [Securities and Exchange Commission’s] Office of the Investor Advocate.[1] I started this job four years ago today, and because I am the first Investor Advocate that is also the …
The Cost of Disclosure Regulation: Evidence from D&O Insurance and Non-Meritorious Securities Litigation
There is an extensive literature on the benefits of mandatory disclosure by firms, but measuring the costs of such disclosure has been more challenging (Leuz and Wysocki 2016). In particular, while some believe that mandatory disclosure could increase litigation against …
SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents
On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents. The release also communicates the Commission’s views on the
Cleary Discusses 2017 Developments in Securities and M&A Litigation
Perpetual Dual-Class Stock: The Case Against Corporate Royalty
My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and
Clifford Chance Discusses the Role of the CFTC in the Regulation of Bitcoin
The remarkable growth and volatility of Bitcoin and other virtual currencies has raised the question of how these markets are regulated. The CFTC has emerged as “the federal overseer of digital currencies like bitcoin,” according to Bloomberg.[1] Other federal …
Debevoise on Blockchain Tokens and Initial Coin Offerings: New Year, New Perspective
Sales of blockchain tokens in so-called initial coin offerings (“ICOs”)[1] exploded in 2017. According to CoinSchedule, a website that tracks ICO (or digital token sale) data, the total amount raised in ICOs in 2017 was $3,700,682,293, which compares to …
How Shareholder Litigation Affects Firm Disclosure
Litigation allows shareholders to seek remedies for fiduciary breaches by managers or directors, such as when there has been a misrepresentation of financial results or illegal insider trading. Twitter, for example, faces a derivative lawsuit alleging that executives provided misleading …
Cleary Discusses SEC’s Freeze of Allegedly Fraudulent “Decentralized Bank” ICO
On January 30, 2018, the U.S. Securities and Exchange Commission (SEC) announced[1] that it had obtained an order from a U.S. District Court in Dallas, Texas, halting an allegedly fraudulent initial coin offering scheme. The SEC’s complaint alleges that …
Financial Supervisors and RegTech: Four Roles and Four Challenges
Financial institutions and their regulators have long been early adopters of new information technologies (IT). In a short essay based on two posts for the Oxford Business Law Blog (available here and here), I first identify four uses of …
Does Conservative Reporting Deter Securities Class Action Lawsuits?
The number of accounting-related class action lawsuits has increased in recent decades, imposing billions of dollars of direct and indirect costs on public companies and, eventually, their shareholders each year. Although accounting theory says that litigation risk generates accounting conservatism …
SEC Chair Clayton Testifies About Virtual Currencies
Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1] I am pleased that the Committee is holding this hearing to bring greater focus to the important issues …
Optimal Disclosure and Litigation Rules around IPOs and SEOs
In recent years, there have been a number of reforms to the legal and regulatory framework governing disclosures and litigation around initial public offerings (IPOs) and seasoned equity offerings (SEOs). The most prominent of these are the JOBS Act of …
How Chinese Investments Can Pass CFIUS Scrutiny
It is no secret that Chinese investments in the United States can face an uphill battle at the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee of the U.S. government that has broad jurisdiction …