The Proxy Voting Choice Revolution

By Alon Brav, Tao Li, Dorothy S. Lund and Zikui Pan October 7, 2025 by renholding

A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …

How to Strengthen the International Competitiveness of Capital Markets

By Aurelio Gurrea-Martínez September 29, 2025 by renholding

Global capital markets are undergoing profound transformation. Over the past decade, there has been a marked decline in Initial Public Offerings (IPOs) in most advanced economies, including those with highly developed capital markets such as the United Kingdom and the …

Wachtell Lipton Discusses Proposed End of Quarterly Reporting and Action on Shareholder Litigation

By Martin Lipton, Adam O. Emmerich, David A. Katz and Joseph S. Payne September 26, 2025 by renholding

The U.S. Securities and Exchange Commission last week took steps toward modernizing the periodic reporting system for public companies, and also permitted issuers to include mandatory arbitration provisions in their charters and/or bylaws in connection with IPOs and other securities …

How “Chameleon Capital” Has Outpaced the Law

By Narine Lalafaryan July 29, 2025 by renholding

In the modern private capital markets, the traditional distinctions between equity and debt have become increasingly blurred and inadequate to capture the complexity of modern investment instruments. Sophisticated market participants – particularly private credit funds – have begun to craft …

SEC Chair Speaks on Small Business Capital Formation

By Paul S. Atkins July 24, 2025 by renholding

Good morning. Let me begin by thanking all of you for being here and for your dedicated efforts[*]. As I mentioned at our previous meeting, this Committee serves a critical function. Its members come from every corner of …

Mayer Brown Discusses SEC Concept Release on Definition of Foreign Private Issuer

By Anna Pinedo, Jennifer Zepralka, Liz Walsh, Ali Perry and Ryan Castillo June 24, 2025 by renholding

On June 4, 2025, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) issued a concept release soliciting public comment on the definition of foreign private issuer (“FPI”), particularly on whether the current definition should be amended in an …

SEC Chair Speaks at Conference on Financial Market Regulation

By Paul S. Atkins May 19, 2025 by renholding

In order to keep the compliance folks here at the SEC happy, I must first note that the views I express here today are my own and do not necessarily reflect those of the full Commission or of my fellow …

The Hitchhiker’s Guide to Comparative Financial Regulation

By Edoardo Martino, Hossein Nabilou and Alessio Pacces April 11, 2025 by renholding

Over recent decades, the massive globalization of finance has led many observers to expect widespread harmonization of nations’ financial regulations. Yet, while there has been a remarkable degree of harmonization in some areas, at least at the regional level, considerable …

Commitment and Optionality in the Control of Controlling Shareholders

By Jeffrey N. Gordon March 10, 2025 by renholding

My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …

Ropes & Gray Discusses California’s Request for Feedback on Climate Disclosure Laws

By Michael R. Littenberg, Marc Rotter, Peter Witschi January 20, 2025 by eorozco

The California Air Resources Board is seeking public feedback as part of its implementation of California’s pending GHG emissions and climate risk disclosure laws. These laws – the Climate Corporate Data Accountability Act (SB 253) and the Climate Related Financial …

How to Tackle Spoofing Through Market Design

By Daniel Ladley, Nathalie Oriol and Iryna Veryzhenko December 20, 2024 by renholding

The recent scandal involving TD Securities LLC[1] has served as a stark reminder of the dark side of high-frequency trading. While this particular case has garnered significant attention, it is far from an isolated incident. Spoofing, a form of …

How Classified Boards Have Evolved Over the Last Thirty Years

By Scott Guernsey, Feng Guo, Tingting Liu and Matthew Serfling December 5, 2024 by renholding

Classified boards, which divide directors into staggered classes with only one class standing for reelection annually, have long been considered a powerful defense against hostile corporate takeovers. Despite their widespread use, they remain a topic of intense debate. While studies …

SEC Chair Speaks on Markets, Securities Laws, and the SEC

By Gary Gensler June 12, 2024 by renholding

I’d like to welcome you—the nearly 120 members of the “Class of 2024” attending the SEC’s International Institute on Securities Market Growth and Development. As is customary, I’d like to note that my views are my own as Chair of

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Public Enforcement of Securities Laws Is Effective

By Howell Jackson and Jeffery Y. Zhang March 8, 2024 by renholding

Does the enforcement of securities law by government authorities make a difference for market outcomes? This is an important question for policymakers and scholars and our focus in a forthcoming book chapter.

The academic debate on the question began with …

How Private Rights of Action in Securities Laws Affect the Capital Markets

By Fernan Restrepo February 2, 2024 by renholding

Few topics in the corporate and securities law literature are as controversial as securities class actions – that is, actions in which shareholders of public firms seek to collectively obtain compensation for damages resulting from false or misleading statements in …

How Direct Listings Compare With Initial Public Offerings

By Anna Bergman Brown, Donal Byard and Jangwon Suh February 1, 2024 by renholding

Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …

How Crypto Fraud Affects Investor Behavior

By Ben Lourie, Alex Nekrasov, Phong Truong and Chenqi Zhu January 8, 2024 by renholding

In the world of financial markets, fraud poses a significant threat, undermining investor trust and leading to misallocation of resources. Cryptocurrency markets present heightened risks of fraud, which draws the attention of regulators, legal experts, and investors. The Securities and …

SEC Chair Testifies Before U.S. House Committee on Financial Services

By Gary Gensler April 24, 2023 by renholding

Good morning, Chairman McHenry, Ranking Member Waters, and members of the Committee. Thank you for inviting me to testify today. As is customary, I will note that my views are my own, and I am not speaking on behalf of …

SEC Commissioner Speaks at Columbia’s Going Public in the 2020s Conference

By Mark T. Uyeda March 7, 2023 by renholding

Good morning and thank you, [Columbia Law School] Dean [Gillian] Lester, for the introduction. I am honored to speak to this distinguished group of academics, practitioners, and regulators at today’s “Going Public in the 2020s” conference. My remarks reflect solely

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Does ESG Information Affect Individual Investors’ Portfolio Choices?

By Catharina Janz, Rainer Michael Rilke and B. Burcin Yurtoglu February 7, 2023 by renholding

Socially responsible investing (SRI) involves considering environmental, social, and governance (ESG) issues when picking stocks. Once a niche area of fund management, the volume of global sustainable investment in five major markets reached $35.3 trillion at the start of 2020, …

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