Activist Short Selling Today: The Two Sides of the Coin

By John C. Coffee, Jr. July 7, 2020 by renholding

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

By Jay Clayton June 17, 2020 by renholding

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

By Robert Cohen, Ning Chiu, Joseph Hall, Betty Moy Huber and Kyoko Takahashi Lin June 10, 2020 by renholding

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

By Andrew Vollmer June 4, 2020 by renholding

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

By Virginia Harper Ho June 2, 2020 by renholding

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?

By Robert Hills, Matthew Kubic and William J. Mayew May 19, 2020 by renholding

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

By Jay Clayton May 18, 2020 by renholding

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

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How Corporate and Securities Laws Affect Social Responsibility and Corporate Purpose

By Thomas Lee Hazen May 8, 2020 by renholding

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

By Jay Clayton May 5, 2020 by renholding

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

By Hana V. Vizcarra May 1, 2020 by renholding

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

By Mark Gordon, Igor Kirman, Sabastian V. Niles, Wayne M. Carlin, David B. Anders and Lauren M. Kofke April 29, 2020 by renholding

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

By Adam Fleisher, Sandra Flow, Nick Grabar, Jeffrey Karpf and David Lopez April 21, 2020 by hdh2120

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

By Nissim Cohen and Hadar Y. Jabotinsky April 17, 2020 by renholding

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

By Jay Clayton and William Hinman April 10, 2020 by renholding

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

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 …

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