A Corporate Culture Channel: How Increased Shareholder Governance Reduces Firm Value

The following comes to us from Jillian Popadak, an applied economics doctoral student in the Business Economics and Public Policy Department at Wharton, University of Pennsylvania.

Corporate governance affects firm value, capital productivity and economic growth. Given its economic importance, …

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SEC Enforcement: Talking the Talk, But Walking the Walk?

Almost everyone has an opinion about securities enforcement.  Many are disappointed (and even angry) that “few high level executives” have been prosecuted (criminally or even civilly) in connection with the 2008 financial crisis.[1]  Deep in their bunker, the SEC …

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Editor's Tweet: John C. Coffee Jr. of Columbia Law School on SEC Enforcement: Talking the Talk, But Walking the Walk?

Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rules, Part II: Permanent Registration Process

The following is based on a memo from Davis Polk, published on October 7, 2013, which is available here.  The original memo contains many useful tables and definitions which have been omitted from this post.

On September 18, 2013, …

Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor?

On September 18, 2013, the Securities and Exchange Commission (“SEC”) adopted its final rule on the permanent registration of municipal advisors (the “Final Rule”). The Final Rule replaces the current temporary registration scheme for municipal advisors

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SEC Commissioner Aguilar discusses the SEC’s Crowdfunding Proposal

The following is a speech given by SEC Commissioner Luis A. Aguilar on October 23, 2013, available here.  It is entitled “Harnessing the Internet to Promote Access to Capital for Small Businesses, While Protecting the Interests of Investors.”

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Why Have No High Level Executives Been Prosecuted In Connection With The Financial Crisis?

The following comes to us from the Honorable Judge Jed S. Rakoff, who sits in the U.S. District Court for the Southern District of New York.  Judge Rakoff is also an adjunct professor at Columbia Law School and will be

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Supreme Court Considers Scope of Preclusion of State Law Securities Fraud Class Action Litigation Under the Federal Securities Litigation Uniform Standards Act

The following post is based on a memo originally published by Simpson Thacher & Bartlett LLP on October 13, 2013.

On Monday, October 7, the first day of the new term, the Supreme Court heard oral arguments in Chadbourne & …

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Capital Markets Tip: Ensure Your Company Isn’t Shut Out of Rule 506 Offerings under the SEC’s “Bad Actor” Disqualification Rules

The following comes to us from Christopher L. Doerksen, a partner at Dorsey & Whitney LLP in Seattle.

For years, issuers and broker-dealers have relied upon Rule 506 of Regulation D under the Securities Act of 1933, as amended (the …

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Editor's Tweet: Capital Markets Tip: Ensure Your Company Isn’t Shut Out of Rule 506 Offerings under the SEC’s “Bad Actor” Disqualification Rules

WilmerHale discusses Risk Controls for Automated Trading Environments

Addressing the Need for Speed: CFTC Seeks Comment on Risk Controls for Automated Trading Environments

On September 12, 2013, the Commodity Futures Trading Commission (“CFTC” or “Commission”) published a Concept Release on Risk Controls and System Safeguards for Automated Trading

The Erosion of Corporate Criminal Liability

Over the last two years, there has been significant media coverage of Securities and Exchange Commission settlements that contain no admissions of wrongdoing—sometimes referred to as “Neither Admit, Nor Deny” agreements—and the lack of criminal charges for the 2008 financial …

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Editor's Tweet: Michigan Law's David Uhlmann on The Erosion of Corporate Criminal Liability http://wp.me/p2Xx5U-1Av

Debevoise & Plimpton discusses SEC’s Guidance on Supervisory Liability for a Broker-Dealer’s Compliance and Legal Personnel

On September 30, the staff of the Securities and Exchange Commission’s (the “SEC”) Division of Trading and Markets addressed an issue of great interest to the compliance and legal community concerning the circumstances under which the compliance and legal staffs

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Editor's Tweet: Debevoise & Plimpton discusses SEC's Guidance on Supervisory Liability for a Broker-Dealer's Compliance and Legal Personnel

Addressing Congress on the Need for Transparency in Corporate Political Spending

A committee of law professors that I co-chair with Lucian Bebchuk has petitioned the Securities and Exchange Commission  to develop rules requiring public companies to disclose the use of shareholder money on politics. The petition has drawn over 500,000 supportive comments, more than any rulemaking proposal in the SEC’s history, including support from institutional investors and Members of Congress  along with a sitting Commissioner. Although the SEC confirmed last year that it was considering the proposal and added disclosure of political spending to its regulatory agenda, the Commission has not yet announced whether it will require public companies to tell investors whether and how their money is being spent on politics. This afternoon, I will join U.S. Senators Bob Menendez and Elizabeth Warren, along with John Coates of Harvard Law School, for a briefing on why the SEC should act immediately to develop rules requiring disclosure of corporate spending on politics. Today I will explain why the case for such rules is strong—and why the arguments that have apparently led the SEC to hesitate about making rules in this area provide no basis for continuing to allow public companies to spend shareholder money on politics in the dark.
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Editor's Tweet: Columbia's Robert J. Jackson Jr. on Addressing Congress on the Need for Transparency in Corporate Political Spending

Haynes and Boone discusses SEC’s $14 Million Award to Whistleblower

After two years of operations, the SEC’s whistleblower program announced its first multimillion dollar award – a record $14 million payment to an anonymous tipster. The award is the largest of three announced since the program’s inception and emphatically signals …

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