Revisiting “Truth in Securities Revisited:” The SEC Disclosure Regime in the New Millennium

By J. Robert Brown, Jr. December 4, 2024 by renholding

The system of disclosure for public companies no longer meets the needs of investors and other stakeholders. Largely put in place by the Securities and Exchange Commission in 1982, the principles underlying the system have failed to keep pace with …

Are European and American Approaches to Sustainable Corporate Governance All That Different?

By Lodovica Rocco di Torrepadula November 25, 2024 by renholding

In the United States, there is talk of a backlash against ESG, while in Europe, the number of laws requiring companies to comply with ESG standards is growing steadily. This difference in attitude and approach toward ESG may, in part, …

Debevoise & Plimpton Discusses Key Considerations for the 2024 Annual Reporting Season

By Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Alice Gu and Amy Pereira November 22, 2024 by ngodridge

As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, …

SEC Chair Gensler Speaks on Car Keys, Football, and Effective Administration

By Gary Gensler November 15, 2024 by renholding

When I was with you two years ago, I quoted President Franklin Roosevelt when he signed the first of the foundational securities laws in 1933: “This law and its effective administration are steps in a program to restore some old-fashioned …

Gibson Dunn Discusses New U.S. Outbound Investment Regulations

By Stephenie Gosnell Handler, Adam M. Smith, Christopher T. Timura, Michelle Weinbaum, Hugh Danilack, and Chris Mullen November 14, 2024 by eorozco

On October 28, 2024, the U.S. Department of the Treasury issued final regulations implementing an outbound investment control regime targeting AI, semiconductors, and quantum computing investments involving China that raise national security concerns. The regulations’ prohibitions and reporting requirements go …

Ropes & Gray Discusses SEC Settlements With Four Issuers in Cybersecurity-Disclosure Cases

By Amy Jane Longo, R. Daniel O'Connor, Edward R. McNicholas, Fran Faircloth and Jake Barr November 11, 2024 by eorozco

On October 22, 2024, the Securities and Exchange Commission (“SEC”) filed settled enforcement orders involving four current and former public companies – Unisys Corp., Avaya Holdings Corp., Check Point Software Ltd, and Mimecast Limited. The settlements concern the issuers’ disclosures …

Davis Polk Discusses SEC Charges for Inadequate Disclosures by Victims of SolarWinds Cyberattack

By Michael Kaplan, Fuad Rana, Robert A. Cohen, Ning Chiu and John B. Meade November 1, 2024 by renholding

On October 22, 2024, the SEC instituted settled actions against four current and former public companies impacted by the 2020 SolarWinds software hack – Unisys Corp. (Unisys), Avaya Holdings Corp. (Avaya), Check Point Software Technologies Ltd (Check Point), and Mimecast …

How Mandatory ESG Disclosure Affects IPO Underpricing

By Lien Duong, Hoang Luong, Lily Nguyen and Zeyu Wang October 16, 2024 by renholding

In a new paper, we discuss our findings on how ESG disclosure mandates affect IPO underpricing – the tendency of IPO share prices to jump on the first day of trading – which is a substantial cost of going public.…

Cooley Discusses SEC Charges Against Director for Failing to Disclose Lack of Independence

By Cydney Posner October 10, 2024 by renholding

Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy disclosure rules by standing for election as …

How Comply-or-Explain Disclosure Regulation Can Improve Corporate Governance and Gender Equality

By Aaron A. Dhir, Sarah Kaplan and Maria Arabella Robles October 8, 2024 by renholding

In 2020, the Nasdaq stock market filed a proposal with the U.S. Securities and Exchange Commission seeking permission to adopt a board diversity-related disclosure requirement for its listed companies. In 2021, the SEC approved the proposal, making Nasdaq the most …

SEC Whistleblower Program Marred by Too Much Secrecy, Two Commissioners Say

By Hester M. Peirce and Mark T. Uyeda October 8, 2024 by renholding

The Commission recently issued two whistleblower award determinations awarding an aggregate $122,000,000 among four claimants.[1] We did not support these determinations, but we are unable to explain our reasons because the public final orders determining the awards redact certain …

Let the Light Shine on Bank Supervisors’ Examination Ratings

By Hamid Mehran and Chester Spatt September 12, 2024 by renholding

We have argued that bank regulators should disclose more bank information than is now required.[1] This is because supervisory practices generally do little to promote transparency, which leads to opacity that interferes with the pricing of risk and undermines …

Cohen Milstein Discusses Two U.S. Supreme Court Cases that May Increase Hurdles for Securities Fraud Plaintiffs

By Laura H. Posner and Alexandra Gray September 12, 2024 by renholding

In November, the U.S. Supreme Court will hear two cases from the Ninth Circuit Court of Appeals that will implicate the ability of investors to bring securities fraud claims. The most worrisome – NVIDIA Corp. v. E. Ohman J:or Fonder …

Materiality Under the SEC’s Climate Risk Rule

By Tom Riesenberg August 12, 2024 by renholding

The concept of materiality has been called the “bedrock” or the “cornerstone” of the corporate disclosure system established by Congress in the federal securities laws.[1] But, despite its importance, determining how to use or apply the concept can be …

Reg FD’s Dilemma: The Unseen Edge in Private Investor Meetings

By H. Scott Asay, Shana Clor-Proell and Michael T. Durney July 31, 2024 by renholding

Regulation Fair Disclosure (Reg FD) attempts to level the playing field for investors, stating that any “informational edge” should be due to investors’ “skill, acumen, or diligence” rather than “from their superior access to corporate insiders.”[1]However, Reg FD …

How Audit Committee Chairs’ Service on Other Boards Enhances Non-GAAP Disclosure Quality

By Cheng-Hsun Lee July 30, 2024 by renholding

In today’s rapidly evolving corporate governance landscape, the role of audit committees in overseeing financial reporting has never been more important. Recent regulations, such as the updated Compliance & Disclosure Interpretations (“C&DIs”), have emphasized the need for audit committees to …

Fraud-on-the-Market Liability in the ESG Era

By Kevin S. Haeberle July 29, 2024 by renholding

Fraud-on-the-market (“FOTM”) suits are thought to generate considerable benefits for society – namely, those associated with increased stock-market price accuracy and liquidity. But these suits are also said to impose exceptionally large social costs relative to even those associated with …

How Shifting to Semi-Annual Financial Reporting Affects Market Dynamics and Governance

By Keren Bar-Hava July 18, 2024 by renholding

In recent years, regulatory shifts in financial reporting have garnered significant attention, especially concerning their implications for corporate governance and market dynamics. One notable change was the 2017 regulatory adjustment on the Tel-Aviv Stock Exchange (TASE), where small-cap firms were …

Skadden Discusses Delaware Decisions on Controller Transactions, Standards of Review, and Disclosure Obligations

By Edward B. Micheletti, Peyton V. Carper and Emily A. Nowlan July 10, 2024 by renholding

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a conflicted controller will invoke entire fairness …

SEC Corporation Finance Director Speaks on the State of Disclosure Review

By Erik Gerding June 25, 2024 by renholding

Good afternoon.[1] I appreciate the opportunity to speak with you again today as part of the Corp Fin Workshop. I wanted to make a few remarks about the important work being done in the Division’s Disclosure Review Program and

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