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Skadden Discusses What SEC’s Solar Winds Complaint Means for Boards, Information Security Officers

By Anita Bandy, William Ridgway, David Simon, Joshua Silverstein and Shirley Diaz November 13, 2023 by renholding

On October 30, 2023, the SEC filed a litigated complaint against SolarWinds, a software development company, and Timothy Brown, its chief information security officer (CISO). The SEC alleges that from October 2018, when SolarWinds went public, to January 2021, SolarWinds …

SEC Commissioner Speaks on Using Enforcement Actions to Set Regulatory Policy

By Mark T. Uyeda November 10, 2023 by renholding

Good morning and thank you, Jim [Burns], for that introduction. I am pleased to be part of the 2023 conference on SEC Regulation Outside the United States to deliver the Fifth Annual Scott Friestad Memorial Lecture.

I had the privilege

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Is Regulating AI an Impossible Task?

By Georges Ugeux November 8, 2023 by renholding

To regulate artificial intelligence, or AI, it is important to look at the various, and often contradictory, settings where AI operates – and how it is treated there. For example, data privacy generally and in particular open banking, in which …

Do Meritless Whistleblower Claims Hurt Companies and Shareholders?

By Yangyang Fan, Gilles Hilary and Mark (Shuai) Ma November 7, 2023 by renholding

A number of regulations encourage whistleblowers to provide tips on corporate financial misconduct. For example, as a part of the 2011 Dodd-Frank Act, Congress enacted a whistleblower program to reward eligible individuals with up to 30 percent of the monetary …

What Is the Global Impact of Mandatory Climate-Related Disclosures?

By Lucas Mahieux, Haresh Sapra and Gaoqing Zhang November 6, 2023 by renholding

In response to extreme weather events, regulators and standard setters are developing climate-related reporting requirements and standards. The thinking behind making disclosure of firms’ climate-related risks mandatory is that it will allow the market to price these risks, thereby using …

SEC Chair Gensler on Registration of Security-Based Swap Execution Facilities

By Gary Gensler November 3, 2023 by renholding

Today [November2], the Commission adopted final rules to create a framework for the registration of security-based swap execution facilities (security-based SEFs). I support today’s adoption because, through fulfilling Congress’s mandate, it increases the transparency and integrity of the security-based swap …

Globalization and the Decline of IPOs

By M. Vahid Irani, Gerard Pinto and Donghang Zhang November 2, 2023 by renholding

Initial public offerings (IPOs) play a vital role in facilitating capital formation and wealth distribution within an economy. The decline and low number of U.S. IPOs over the past 25 years have raised concerns among entrepreneurs, investors, and policymakers. The …

Skadden Discusses Approach of SEC Enforcement Division to Compliance Officer Liability

By Anita B. Bandy, Andrew M. Lawrence, Daniel Michael and Hannah Henderson November 1, 2023 by renholding

In a speech on October 24, 2023, the director of the Securities and Exchange Commission’s (SEC’s) Enforcement Division, Gurbir Grewal, described the scenarios in which the commission would bring an enforcement action against a compliance officer.

In remarks to the …

Debevoise & Plimpton Discusses Fifth Circuit Decision to Uphold Nasdaq Board Diversity Rule

By Matthew E. Kaplan, William D. Regner, Simone S. Hicks, Ashley Yoon and Andrew Hong October 31, 2023 by renholding

On October 18, 2023, the Fifth Circuit, in Alliance for Fair Board Recruitment v. SEC, upheld Nasdaq’s board diversity rule. [1]

The rule, approved by the Securities and Exchange Commission in August 2021, requires Nasdaq-listed companies to disclose board-level …

Do Dual-Class Structures Help Stock Markets Attract Listings?

By Fa Chen October 30, 2023 by renholding

Financial globalization has allowed issuers more freedom to shop among jurisdictions and thus intensified stock market competition. Against this backdrop, the Hong Kong, Singapore, China, and UK stock markets have accepted the dual-class share structure (DCSS). While empirical legal studies …

Cleary Gottlieb Discusses How U.S. Securities Laws Apply to a Bail-In of UK or European Bank

By Andrew Bernstein, John Brinitzer, Amelie Champsaur, David Gottlieb and Sarah Lewis October 27, 2023 by renholding

On October 10, 2023, the Financial Stability Board (the “FSB”) published a report (the “FSB Report”)[1] that examined the international resolution framework as applicable to global systemically important banks (“G-SIBs”). In its examination, the FSB Report stated that the …

Why the SEC’s SPAC Solution Makes Sense

By Karen E. Woody and Lidia Kurganova October 26, 2023 by renholding

On March 30, 2022, the SEC proposed much-anticipated regulations governing Special Purpose Acquisition Companies (“SPACs”), which provide an alternative route for a company to be traded on a national exchange without undertaking the cumbersome process of an initial public offering …

Does Context Matter in Interpreting Financial Information?

By Alex Kim and Valeri V. Nikolaev October 25, 2023 by renholding

The Management Discussion and Analysis (MD&A) section of annual reports is widely credited with providing valuable information about public companies. Yet largely unexplored is the extent to which narrative context influences and complements the numerical data presented in that section. …

SEC Enforcement Chief Speaks on Corporate Compliance

By Gurbir Grewal October 25, 2023 by renholding

I’d like to start by returning to a theme that I’ve touched on before, and that is how public trust in our institutions is faltering.[1] No sector is immune from this trend. From Congress to law enforcement to the

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Debevoise Discusses Supreme Court Case on Whether a Private Right of Action Exists for Deficient MD&A

By Matthew Kaplan, Maeve O’Connor, Jonathan Tuttle, Benjamin Pedersen and Anna Moody October 23, 2023 by renholding

The Supreme Court has agreed to hear an appeal relating to whether there is a private right of action for omissions from the disclosures required by Item 303 of Regulation S-K (i.e., Management’s Discussion and Analysis of Financial Condition and …

Arnold & Porter Discusses ESG, Whistleblowing, and Compliance Programs

By Ellen Kaye Fleishhacker, Jane Norberg, Christian Schultz, Erik Walsh and Michael Treves October 19, 2023 by renholding

On September 25, the U.S. Securities and Exchange Commission (SEC) announced a US$19 million settlement with the investment adviser DWS Investment Management Americas Inc. (DIMA) for material misstatements and shortcomings in its policies and procedures related to Environmental, Social and …

SEC Chair on Final Rules Regarding Short Sale Activity

By Gary Gensler October 16, 2023 by renholding

Today [October 13], the Commission is voting to adopt rules to broaden the scope of short sale-related data available to regulators as well as the investing public. I am pleased to support this adoption because it will enhance the transparency …

SEC Commissioner Peirce Declines to Support Rule on Short Sale Disclosure

By Hester M. Peirce October 16, 2023 by renholding

In 2010, Congress directed the Commission to prescribe rules providing for the public disclosure of aggregate short sale position data on at least a monthly basis.[1] The final rule that we are considering today, however, goes well beyond what

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When Does Securities Litigation Affect Corporate Reputation?

By Dain C. Donelson, Antonis Kartapanis and Christopher G. Yust October 11, 2023 by renholding

Many academics, managers, lawyers, and others believe that nonmeritorious securities fraud class actions – those that will be dismissed or settled for nuisance amounts – damage corporate reputations. For example, litigation public relations experts claim that individuals adopt a “guilty …

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