Shareholders Need Robust Disclosure to Exercise Their Voting Rights as Investors and Owners

In the next few months, thousands of public companies will hold their annual shareholder meetings. I would like to take this opportunity to emphasize the importance of robust proxy disclosure to shareholders and to highlight areas in which the disclosure …

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Editor's Tweet: SEC Commissioner Aguilar discusses why shareholders need robust disclosure to exercise their voting rights

Regulatory Competition and Anticorruption Law

My paper, Regulatory Competition and Anticorruption Law, which was recently published in the Virginia Journal of International Law, responds to arguments that the recent increase in European enforcement of anti-bribery laws has created a risk of overenforcement. Critics of …

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Editor's Tweet: Professor Paul Stephan of UVA law discusses international bribery rules and the dynamics of regulatory competition.

Facebook IPO derivative ruling: a cure for multiforum madness?

Every company considering an IPO owes a hearty thanks to U.S. District Judge Robert Sweet of Manhattan for his decision Wednesday to dismiss four shareholder derivative suits against Facebook board members. Sweet’s painstaking 70-page opinion includes holdings that are great …

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Editor's Tweet: Alison Frankel discusses the SDNY's Feb. 13th opinion regarding Facebook's IPO.

Wachtell Lipton Discusses Rulemaking Petition for Modernization of Section 13 Beneficial Ownership Reporting Rules

NYSE Euronext, the Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute have jointly filed a rulemaking petition with the SEC, seeking prompt updating to the reporting rules under Section 13(f) of the Securities Exchange Act …

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Editor's Tweet: Wachtell Discusses a Rulemaking Petition Calling for Modernization of Section 13 Beneficial Ownership Reporting Rules

The United States Supreme Court Will Review the Scope of Federal Preclusion of State Securities Claims

On January 18, 2013, the United States Supreme Court granted certiorari to resolve a circuit split concerning the extent to which the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) preempts state law claims that indirectly arise out of securities …

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Editor's Tweet: Dechert's Engel, Steiner, and Wald discuss the Supreme Court's grant of cert regarding SLUSA preemption of state law securities claims.

Gone With the Wind: Small IPOs, the JOBS Act, and Reality

A dramatic reversal occurred in the capital markets, beginning around 2000, and its causes and implications appear to have been widely misunderstood. From 1980 to 2000, an average of 310 operating companies did initial public offerings (IPOs) each year, but …

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Editor's Tweet: Professor Coffee discusses small IPOs, the JOBS Act, and reality. He suggests some alternative explanations for the decline of the IPO.

The Proper Role of the Federal Government in Corporate Governance

Commissioner Daniel M. Gallagher delivered the below remarks before the Corporate Directors Forum at the University of San Diego, San Diego, California, on January 29, 2013:

Thank you Anne [Sheehan] for your very kind introduction.  I am honored to be …

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Editor's Tweet: SEC Commissioner Daniel M. Gallagher discusses the proper role of the federal government in corporate governance

The Case for Transparency in Corporate Political Spending

A committee of law professors that I co-chair with Lucian Bebchuk has petitioned the SEC  to develop rules requiring public companies to disclose the use of shareholder money on politics. The petition has received unprecedented support, including comments from more …

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Editor's Tweet: Professor Robert Jackson of Columbia Law School responds to recent opposition to disclosure of corporate spending on politics

Congressional Use of the Federal Securities Laws To Achieve Social and/or Foreign Policy Goals: Trend or Aberration?

Many domestic and foreign companies that file periodic reports with the US Securities and Exchange Commission (“SEC” or “Commission”) are now coming to grips with three novel and highly prescriptive disclosure requirements dictated by Congress. What distinguishes these new requirements …

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Editor's Tweet: Cathy Dixon of Weil Gotshal discusses the new social benefit disclosure requirements: conflict minerals, resource extraction, Iran

“Fine Distinctions” in the Contemporary Law of Insider Trading

William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests.  Today, we have a stable framework of three distinct legal theories—the classical theory, the misappropriation …

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Editor's Tweet: Professor Donald Langevoort of Georgetown Law has posted his new paper on Insider Trading. It includes a discussion of SEC v. Obus.

Memories of Bill Cary

More than 30 years have passed since I completed the interviews for the first edition of The Transformation of Wall Street.

My interview with Bill Cary on October 28th and 29th, 1980 was particularly memorable.  I …

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Editor's Tweet: Famed securities law expert and historian Joel Seligman recounts his memories of SEC Chairman William L. Cary and his impact on the SEC

Should the SEC hire bounty-hunters?

The majority of pundits and market observers have only tuned into the effectiveness of the SEC as financial market regulator since 2008, when the financial system nearly collapsed. So far, criticism has been relatively shallow. But when one of the …

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Editor's Tweet: Is Professor John Coffee suggesting bounty-hunters to improve SEC enforcement? Cate Long of Reuters comments on the ongoing debate.

Social Media: What Boards Need to Know

Increasing amounts of communications by and relating to companies are taking place through social media. Broadly defined, social media refers to forms of electronic communication through which users share information, ideas and other content (using text, audio, video and images). …

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Editor's Tweet: Holly J. Gregory of Weil, Gotshal & Manges opines on what boards need to know about social media.

SEC Enforcement: Rhetoric and Reality

On January 14, Robert S. Khuzami and George S. Canellos published their response in the National Law Journal to my earlier column, “SEC Enforcement:  What Has Gone Wrong?”  Their column—“Unfair Claims, Untenable Solution”(available here)—minces no words, but …

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Editor's Tweet: Professor John Coffee responds to a critique by SEC Enforcement Director Robert Khuzami and Deputy Director George Canellos

NY pension fund’s bold tactic to force campaign spending disclosure

Since 2010, when the U.S. Supreme Court unleashed corporate political spending in Citizens United v. Federal Election Commission, shareholder advocates have been warning of the dire consequences of secret campaign contributions and demanding that corporations reveal their political spending. …

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Editor's Tweet: Will a new suit in Delaware force Qualcomm to disclose its political spending? Alison Frankel of Reuters opines.

Re-energizing the IPO Market

In the policy-oriented paper, “Re-energizing the IPO Market,”which will be published in the 2013 Brookings Press book Restructuring to Speed Economic Recovery, I summarize results from a number of my related co-authored papers and address why IPO …

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Editor's Tweet: Leading expert on IPOs, Professor Jay Ritter (University of Florida) provides a summary of his work on why IPO volume continues to be so low

SEC enforcement: What has gone wrong?

A disturbingly persistent pattern has emerged in U.S. Securities and Exchange Commission enforcement cases that involves three key elements: (1) The commission rarely sues individual defendants at large financial institutions, settling instead with the entity only; (2) when it does …

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Editor's Tweet: Professor John C. Coffee Jr. of Columbia Law School opines on the problem of SEC enforcement. Could the private bar be a solution?