Columbia Law School
Sky Blog
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
disclosure
Public Disclosure and Consumer Financial Protection
The 2008 financial crisis triggered a surge of interest in regulating consumer financial markets. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 created the Consumer Financial Protection Bureau (CFPB) to safeguard consumer interests. Since 2011, the CFPB …
Executive Private Misconduct
Over the last few years, misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. The misconduct has ranged from the inadvisable to the unethical to the criminal. Almost …
Activist Short Selling Today: The Two Sides of the Coin
Two extraordinary accounting scandals — one at Luckin Coffee Inc. in China and the other at Wirecard AG, the German digital payments firm — have revealed brazen and bankrupting frauds, directed by the most senior executives at each firm. Together, …
SEC Chair Clayton Speaks on Municipal Securities Disclosure
Good afternoon everyone. Thank you to the Office of Municipal Securities for organizing this conference. And thank you to all the panelists for taking time to join us today.[1]
State of the Municipal Securities Market
Since December 2018, when
Davis Polk Discusses the SEC and Inadequate Perk Disclosure
A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.
Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …
The SEC’s Covid-19 Disclosure Guidance Is a Litigation Trap
The Securities and Exchange Commission (SEC) has been putting pressure on companies that regularly file public reports to make detailed statements about the effects of the coronavirus pandemic on their businesses. Given the many uncertainties about those effects, the disclosures …
Why the U.S. Is Lagging on ESG Disclosure Reform
Over the past five years, international organizations ranging from the United Nations and the G20 to the World Economic Forum and the International Organization of Securities Commissioners (IOSCO) have advocated expanding environmental, social, and governance (“ESG”) or “non-financial” reporting by …
Does State Sponsor of Terrorism Disclosure Limit SEC Financial Reporting Oversight?
The Securities and Exchange Commission (SEC) regularly reviews financial filings to ensure compliance with accounting standards and other disclosure requirements. The SEC review team analyzes firm’s financial filings and asks questions (in a comment letter) about perceived deficiencies. A comment …
SEC Chair Clayton Speaks on Market Function and Monitoring and Disclosure
From a systemic risk point of view, the SEC’s primary responsibilities[1] in this period of stress are three-fold:
- Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities
How Corporate and Securities Laws Affect Social Responsibility and Corporate Purpose
For nearly 90 years, scholars have debated whether the sole purpose of the business corporation is to maximize profits. This debate has been reframed over the past 50 years and now seems to have settled on a middle ground: Corporate …
SEC Chair Addresses Special Meeting of the Investor Advisory Committee
Thank you, Anne (Sheehan). I really appreciate your prompt response to our request to reconvene a special meeting of the Investor Advisory Committee to focus on issuer-investor engagement in the context of the challenges posed by COVID-19, including, in particular,
Changing Expectations for Financial Disclosure of Climate-Related Information
In early 2020, State Street Global Advisors, BlackRock, and other investment firms announced their plans for persuading companies to address financially-material environmental, social, and governance (ESG) issues. The high-profile announcements followed moves in recent years by Wellington Management, CalPERS, and …
Wachtell Offers More on What to Say During Earnings Calls in Time of Covid-19
Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history. How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet …
SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic
The Securities and Exchange Commission and its senior staff have put out a succession of releases that combine some relief, some guidance and some warnings. The SEC Coronavirus (COVID-19) Response page is available here.
The latest in the series came …
How Nudges Can Help Regulate New Technologies
New technologies are being introduced in markets around the globe. Disruptive innovations such as blockchain, cryptocurrencies, the Internet of things, automated cars and other products that support decision-making based on artificial intelligence (AI) are offering a creative take on traditional …
Top SEC Officials Address What to Say on Earnings Calls During Pandemic
The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty. Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our
Stealth Takeovers: How Hidden Shareholders Are Buying Companies
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
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 …
Wachtell Lipton Discusses ESG Disclosures — Considerations for Companies
Recent months have seen institutional investors, multinational organizations and the private sector emphasize the lack of (and importance of) comparable and decision-useful ESG disclosures. Some of the key issues in considering ESG disclosures are:
Choice of Framework and Content. …