Columbia Law School
Sky Blog
Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1] Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives. What does this
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Gibson Dunn Offers 2020 Year-End Securities Litigation Update
Notwithstanding the ongoing spread of COVID-19 and unprecedented changes in daily life and the economy, the second half of 2020 marched on to the steady drumbeat of securities-related lawsuits we have observed in recent years, including securities class and stockholder …
Shareholder Monitoring and Discretionary Disclosure
Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …
King & Spalding Discusses Takeaways from GameStop
The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.
The meme …
The Duty to Disclose Inside Information: The Subtle Relationships Within the European Market Abuse Regulation
In our recent paper we discuss the European regime governing the disclosure of inside information. In particular, we try to find an answer to the question of which duties of the disclosure regime have been violated in two situations: where …
Addressing ESG in 2021: Who Is in Charge?
Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …
How Material Are Disclosures in Annual Reports?
The Financial Accounting Standards Board (FASB) and the Securities Exchange Commission (SEC) (collectively, “regulators”) have expressed concern over “disclosure overload,” or the concern that the sheer volume of disclosure in annual reports makes it difficult for investors to identify and …
Cleary Gottlieb Discusses New EU ESG Disclosure Obligations for Financial Services Firms
Over a year ago, on December 29, 2019, Regulation (EU) 2019/2088 on sustainability-related disclosures for the financial services sector (the “Sustainable Finance Disclosure Regulation”, or “SFDR”) entered into force. Just a few months remain before key …
Regulatory Costs of Being Public: Evidence from Bunching Estimation
Disclosure and internal governance regulations are, along with accounting rules, distinguishing features of the public firm. Deregulation agendas such as those of the Trump administration typically assume that many regulations on public firms have imposed high compliance costs. Such arguments …
Pandemic Disclosures: Covid-19 as a “Current Market Condition” for Mutual Funds
What constitutes a “current market condition” that mutual funds are required by SEC regulations to disclose? Current market condition risks arise because of changing market conditions that can affect investment performance. For some U.S.-registered funds, Covid-19 is prompting …
Paul Weiss Discusses SEC Guidance on Disclosure by SPACs
The Staff of the Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies (available here). This guidance highlights disclosure considerations for SPACs at both the IPO and business combination stages, with a …
Insider Trading and Strategic Disclosure
With COVID-19 cases rising rapidly around the world, Pfizer’s announcement on November 9, 2020, that its coronavirus vaccine was highly effective in early trials offered a rare bright spot for the coming winter.[1] But the news was soon dampened …
Biden and the SEC: Some Possible Agendas
This is the gossip season, and almost everyone has heard a rumor about who will be the next chair of the SEC. Although I was interviewed by the Biden transition team (for my views, not as a candidate), my sources …
Alternative Venture Capital: The New Unicorn Investors
The COVID-19 outbreak provides fertile ground for sweeping regulatory changes. On May 19, 2020, for example, President Trump issued “Regulatory Relief to Support Economic Recovery Executive Order 13924”, which prompted the U.S. Securities and Exchange Commission (“SEC”) and Department …
Mandatory Corporate Social Responsibility Legislation Around the World
Corporate social responsibility (CSR) is typically assumed to be a voluntary rather than mandatory initiative. Yet, over the past few decades, a growing number of countries have adopted laws that explicitly require corporations to undertake CSR.
To date, most scholarly …
Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism
On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …
How to Talk When a Machine is Listening: Corporate Disclosure in the Age of AI
The annual report, like other regulatory filings, is more than a legal requirement; it provides an opportunity for public companies to communicate their financial health, promote their culture and brand, and engage with a full spectrum of stakeholders. How readers …
Exchange-Traded Confusion: How Industry Practices Undermine Product Comparisons in Exchange Traded Funds
Despite their popularity[1] and growing importance in U.S. capital markets,[2] exchange traded funds (ETFs) are incredibly difficult (at times even impossible) to accurately compare side-by-side. In a new article, I show how a variety of discretionary industry …
SEC Chair Clayton Discusses Modernizing Framework for Disclosures
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting.
Today [August 26], we
SEC Commissioner Lee Discusses Regulation S-K and ESG Disclosures
Let me start with a warm welcome to our newest colleague, Commissioner Crenshaw. She has been a tremendous asset to the Commission for many years, and I know that she will continue to serve the agency, investors, and the public