Stealth Takeovers: How Hidden Shareholders Are Buying Companies

By Pietro Bonetti, Miguel Duro and Gaizka Ormazabal April 1, 2020 by renholding

In 2014, luxury firms LVMH Moët Hennessy, Louis Vuitton, and Hermès signed a truce, ending a long and arduous battle popularly known as the “handbag war.” The melee erupted in October 2010, when the fashion giant controlled by Bernard Arnault …

Wachtell Lipton Discusses Disclosure Issues Relating to COVID-19

By Wachtell, Lipton, Rosen & Katz March 31, 2020 by renholding

Among the many issues facing public companies as a result of the COVID-19 pandemic is how to handle disclosure. The pandemic is having a material impact on most companies. While in a few cases the crisis may actually be increasing …

SEC Commissioner Lee on Protecting, Serving, and Empowering Investors

By Allison Herren Lee March 9, 2020 by renholding

Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to

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Voluntary Disclosure for Primary Securities Offerings

By Andrew Abraham Schwartz March 3, 2020 by renholding

Mandatory disclosure is a foundation of modern securities law, both in the United States and around the world. But is it really necessary? After all, corporate promoters wishing to sell securities for their full value already have an economic incentive …

Wachtell Lipton Discusses the Coming Impact of ESG on M&A

By Andrew R. Brownstein, Steven A. Rosenblum, David M. Silk, Mark F. Veblen, Sabastian V. Niles and Carmen X. W. Lu February 21, 2020 by renholding

Recent months have seen institutional investors and other stakeholders, notably BlackRock and State Street, stressing the importance of comparable and decision-useful ESG disclosures by their portfolio companies. Such calls follow in the wake of growing interest among investors and …

Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures

By Sandra Flow, Nicolas Grabar, Jeffrey D. Karpf and Rosa Parmose February 12, 2020 by Avesh Krishna

On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements evidence some debate within the SEC on this topic, which has attracted considerable recent …

Insider Trading and Undisclosed SEC Probes

By Terrence Blackburne, John D. Kepler, Phillip J. Quinn and Daniel J. Taylor February 3, 2020 by renholding

The U.S. Securities and Exchange Commission (SEC) has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. SEC investigations and enforcement actions play a critical role in carrying out each of these objectives. …

SEC Chair Clayton on Proposed Amendments to Volcker Rule and Disclosure Items

By Jay Clayton January 31, 2020 by renholding

Volcker Rule

Today, the Commission joined the Federal Reserve, OCC, FDIC and CFTC in proposing additional amendments to the implementing regulations under section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule.”[1] The proposed amendments,

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The Difference in the Informativeness of Positive and Negative Stock Returns

By Eli Amir, Shai Levi and Roy Zuckerman January 22, 2020 by renholding

We show that positive daily stock returns contain more information on the long-term change in stock value than do negative daily stock returns that are noisier on average and more prone to subsequent reversals. This difference in the informativeness of …

Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …

The Effects of Mandatory Disclosure Rules on Hedge Fund Governance

By Colleen Honigsberg December 17, 2019 by renholding

In a new paper, I add to the debate over hedge fund regulation by introducing empirical evidence that hedge fund registration requirements reduce misreporting. Using three alternating changes in hedge fund regulation, my study finds consistent evidence that registration reduces …

Does Litigation Risk Make Financial Reports Less Readable?

By Mark Humphery-Jenner, Yun Liu, Vikram K. Nanda, Sabatino Silveri and Minxing Sun December 5, 2019 by renholding

Financial reports can be opaque, complex, and difficult to understand. As far back as 1998, this was the premise behind the SEC’s Plain English Rule: an unsuccessful attempt to encourage firms to write more readable financial reports. In a new …

SEC’s Director of Investment Management Division Talks Securities Law Developments

By Dalia Blass December 4, 2019 by renholding

Good Morning. Thank you Susan [Olson], and thank you all for the opportunity to come back and update you on the Division’s work.[1]

I recently came across a September Compliance Minute Podcast, titled: Where Have you Gone, Dalia Blass?

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Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

SEC Chair Seeks Public Input on Disclosure for Residential Mortgage-Backed Securities

By Jay Clayton October 31, 2019 by renholding

Securitization plays a critical role in the U.S. capital markets and can enhance liquidity in important sectors of the economy. In particular, residential mortgage-backed securities (“RMBS”) play a significant role in enhancing liquidity in the residential mortgage market and thereby

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How the SEC Should Harmonize Private Securities Offering Exemptions

By Andrew Vollmer October 14, 2019 by renholding

The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings. The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …

The Impact of Information Technology on Stock Price Crash Risk

By Feng Guo, Ling Lei Lisic, Michael D. Stuart and Chong Wang September 25, 2019 by renholding

Advances in information technology have revolutionized the dissemination and acquisition of firm-specific information, allowing investors and other stakeholders to quickly assess firm performance and value and monitor management effectively. Our research examines the impact of information technology on the ability …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

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