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 …

Does Mandatory Disclosure for Private Firms Increase Their Chances of Going Public?

By Cyrus Aghamolla and Richard T. Thakor September 17, 2019 by renholding

How do disclosure requirements influence a private firm’s decision to go public? This is an important question for regulators and corporate finance professionals, given current debate about how much information private firms should have to disclose. Conceptually, public disclosure requirements …

Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms?

By Emmanuel T. De George, Minh Phan and Robert C. Stoumbos September 12, 2019 by renholding

The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …

Did Public Firms’ Financial Reporting Affect U.S. Manufacturing?

By Stephen Glaeser and James D. Omartian September 10, 2019 by renholding

U.S. manufacturing employment fell by more than 40 percent over the last two decades, from 18 percent of the total U.S. workforce in 1997 to just 10 percent by 2018. Prior work identifies increased import competition from foreign competitors as …

The Case for Mandatory Stakeholder Disclosure

By Ann M. Lipton August 20, 2019 by renholding

There are many sources of information about corporate operations, but one of the most critical is the disclosure required by the federal securities laws. Whenever a company seeks to raise capital through the public sale of securities, the U.S. Securities …

Economic Consequences of Corporate Governance Disclosure

By Ole-Kristian Hope and Haihao Lu August 19, 2019 by renholding

Related party transactions (RPTs) refer to a transfer of resources, services, or obligations between a reporting entity and a related party and usually offer insiders a way to expropriate wealth from other investors via self-dealing. Both the Financial Accounting Standards …

The Readability of Company Responses to SEC Comment Letters

By Cory A. Cassell, Lauren M. Cunningham and Ling Lei Lisic August 12, 2019 by renholding

The Securities and Exchange Commission published its Plain English Handbook in 1998 with a goal of promoting “clearer and more informative disclosure documents” (SEC 1998). Warren Buffet authored the preface, where he states, in part:

For more than forty years, …

Do Managers Bias Earnings Forecasts in Response to Current Earnings Surprises?

By Stephen P. Baginski, John L. Campbell, Patrick Ryu and James Warren July 25, 2019 by renholding

Each quarter, managers provide a summary of their firm’s accounting performance – a disclosure known as a quarterly earnings announcement. Earnings announcements attract significant attention from investors and media outlets because, if earnings are different than market expectations, stock price …

Gibson Dunn Offers 2019 Mid-Year Securities Enforcement Update

By Mark K. Schonfeld and Amy Mayer July 24, 2019 by renholding

The first half of 2019 has seen a continuation of the Securities and Exchange Commission’s emphasis on protecting the interests of Main Street investors. Chairman Clayton reiterated these themes in his testimony in May before the Financial Services and General …

Arnold & Porter Discusses Federal Reserve Developments on Confidential Supervisory Information

By Richard Alexander, Michael Mancusi, Brian McCormally, Charles Yi and Kevin Toomey June 27, 2019 by renholding

The Board of Governors of the Federal Reserve System (FRB) issued two notable documents over the past two weeks involving confidential supervisory information (CSI): a cease and desist order against a former bank employee for improper handling of CSI and …

Deals, Activism, and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference

By Reynolds Holding June 10, 2019 by renholding

A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder …

Facilitating Tacit Collusion: A New Perspective on Common Ownership and Voluntary Disclosure

By Andrea Pawliczek, A. Nicole Skinner and Sarah Zechman June 5, 2019 by renholding

Common ownership (competing firms with overlapping ownership) has become increasingly prevalent over the last several decades. Recent studies of the phenomenon have produced two important findings. First, common ownership is associated with less intense competition. Studies posit that managers act …

SEC Commissioner Jackson Comments on Proposed Rule on Financial Disclosures for Mergers and Acquisitions

By Robert J. Jackson, Jr. May 6, 2019 by renholding

Let me begin by thanking the staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing the May 3 release and for helpful briefings throughout this process.

The May 3 proposal governs …

SEC Chief Accountant Talks the Future of Financial Reporting

By Wesley Bricker May 3, 2019 by renholding

I’m grateful for the opportunity to visit Baruch College’s Zicklin School of Business and speak at the annual financial reporting conference for the fourth time. Many students who were starting their collegiate work here when I first spoke at this

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Debevoise Discusses SEC Disclosure Changes for Tech, Media, and Telecom Firms

By Jeffrey P. Cunard, Michael Diz, Jonathan E. Levitsky, Paul M. Rodel and C. Chloe Orlando May 3, 2019 by abirvarma

On March 20, 2019, the SEC announced the adoption of amendments to Regulation S-K intended to modernize and simplify disclosure requirements applicable to SEC reporting companies. Highlighted below are two changes of note for companies in the technology, media and …

Beyond Disclosure: A New Way of Examining Securities Regulation

By Jena Martin May 2, 2019 by renholding

When it comes to the U.S. securities markets, the game has changed. Historically, the U.S. securities markets were dominated by retail investors who engaged in a buy and hold strategy: purchasing stocks as a vehicle to invest in a corporation …

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The CLS Blue Sky Blog

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

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