Blue Sky Banter Podcast: Donald Langevoort on Insider Trading, Disclosure, and Disasters

By Reynolds Holding March 2, 2018 by renholding

Professor Donald Langevoort of Georgetown Law speaks with Reynolds Holding about how two duties — the obligation to disclose or abstain from trading on material information and the duty to reveal corporate secrets — evolved from the Second Circuit’s Texas …

The Cost of Disclosure Regulation: Evidence from D&O Insurance and Non-Meritorious Securities Litigation

By Dain C. Donelson, Justin J. Hopkins and Christopher G. Yust February 22, 2018 by renholding

There is an extensive literature on the benefits of mandatory disclosure by firms, but measuring the costs of such disclosure has been more challenging (Leuz and Wysocki 2016). In particular, while some believe that mandatory disclosure could increase litigation against …

SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents

By Jay Clayton February 22, 2018 by renholding

On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents. The release also communicates the Commission’s views on the

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Optimal Disclosure and Litigation Rules around IPOs and SEOs

By Onur Bayar, Thomas Chemmanur and Paolo Fulghieri February 6, 2018 by renholding

In recent years, there have been a number of reforms to the legal and regulatory framework governing disclosures and litigation around initial public offerings (IPOs) and seasoned equity offerings (SEOs). The most prominent of these are the JOBS Act of …

Materiality Disclosures and Their Effect on Investors’ Decisions

By Brant E. Christensen, Aasmund Eilifsen, Steven M. Glover and William F. Messier, Jr February 5, 2018 by renholding

Auditors consider misstatements or omissions in financial statements to be material if they could influence the economic decisions of financial statement users. Additionally, materiality affects how auditors plan and perform an audit and evaluate identified misstatements. Regulators in the UK …

Gibson Dunn Offers Securities Enforcement Update for 2017

By Marc J. Fagel January 26, 2018 by renholding

2017 was the prototypical transition year for the SEC. In contrast to many other federal agencies under the current administration, the new SEC leadership did not promise a wholesale rethinking of the agency’s mandate. Rather, they seemed to signal minor …

Nonfinancial Risk Disclosure and the Costs of Private Ordering

By Virginia Harper Ho January 22, 2018 by renholding

2017 was a year of major developments that are changing how companies disclose nonfinancial environmental, social, and governance (ESG) risk to investors. In January, regulations implementing the European Union’s 2014 Nonfinancial Reporting Directive took effect for certain large companies operating …

Wachtell Offers 2018 Checklist for Cross-Border M&A Involving U.S. Targets

By Adam O. Emmerich and Robin Panovka January 10, 2018 by renholding

Global M&A accelerated in the fourth quarter of 2017, driven in part by tech expansion and strong economies in several key markets, and there are many signals pointing to a continued strong pace of transactions, including in the U.S. Overall …

The Economics of Disclosure and Financial Reporting Regulation

By Christian Leuz and Peter D. Wysocki January 9, 2018 by renholding

Disclosure and reporting regulation is a central and recurring policy issue that has received significant attention in academic research on accounting, finance, and economics. Further fueling demand for this research are increasingly frequent requests that policy makers and regulators conduct …

Gibson Dunn Discusses SEC Guidance on How the New Tax Law Affects Disclosure and Accounting

By Ronald O. Mueller, Elizabeth Ising, Michael Scanlon, Brian Lane and Andrew Fabens January 8, 2018 by renholding

On December 22, 2017, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance (“Staff”) issued important guidance that provides significant relief and helpful answers on some of the accounting and disclosure issues raised by …

How Missing SEC Filing Deadlines Affects a Company’s Stock Value

By Eli Bartov and Yaniv Konchitchki November 27, 2017 by renholding

Investors, hedge funds, regulators, banks, and attorneys want to know: What really happens when a company misses a regulatory deadline? In a new paper, we offer theory and quantitative analysis of the consequences of missing U.S. Securities and Exchange Commission …

PwC Discusses SEC’s Increased Scrutiny of Robo-Advisers

By Dan Ryan, Julien Courbe, Adam Gilbert, Mike Alix and Roberto Rodriguez November 8, 2017 by renholding

Earlier this year, the Securities and Exchange Commission (SEC) issued guidance regarding “robo-advisers,” automated investment advice tools accessed via web-based or mobile platforms with minimal human interaction.¹ The guidance is an important reminder to the industry that robo-advisers are …

Economic Consequences of Hiring Wall Street Analysts as Investor Relations Officers

By Ole-Kristian Hope, Zhongwei Huang and Rucsandra Moldovan October 27, 2017 by renholding

Investor relations (IR) connects the preparers of financial information with its users, aiming to facilitate efficient and effective interaction between the firm and the investment community. Historically, the IR function has been viewed as a communications role, and the investor …

Are Investors Influenced by the Order of Information in Earnings Press Releases?

By Lin Cheng, Darren Roulstone and Andrew Van Buskirk October 24, 2017 by renholding

Research has begun to analyze the tone and narrative structure of earnings announcements after decades of focusing on market reactions to the earnings news itself. One conclusion from this literature is that language matters – the tone (i.e., the excess …

Cleary Gottlieb Discusses SEC’s Proposed Changes to Public Company Disclosure

By Nicolas Grabar, Jeffrey D. Karpf, Sandra L. Flow, Andrea M. Basham and Gaia Goffe October 24, 2017 by renholding

On October 11, 2017, the SEC proposed a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.[1] The proposals would implement a statutory directive under …

Ropes & Gray Discusses U.S. Treasury’s Report on Capital Markets

By Keith F. Higgins October 20, 2017 by renholding

On Friday, October 6, the Treasury Department issued a report to the President on streamlining and reforming U.S. capital market regulation. The report covers recommendations on nine topics across the U.S. financial regulatory system. One of the topics – Access …

Is It Time to Retire Securities Act Form S-8?

By Keith F. Higgins October 13, 2017 by renholding

Every securities lawyer knows that offers and sales of securities must either be registered under the Securities Act of 1933 (Securities Act) or made pursuant to an applicable exemption. This rule is so fundamental that we often neglect to think …

The Twilight Zone: OTC Regulatory Regimes and Market Quality

By Ulf Brüggemann, Aditya Kaul, Christian Leuz and Ingrid Werner August 8, 2017 by renholding

More than 8,000 domestic equity securities were publicly traded in the U.S. over-the-counter (OTC) market in 2010. Yet, research studying this market is limited. On the one hand, the OTC market attracts stocks of firms that tend to be small …

Benefit Corporations and Public Markets

By Brett McDonnell July 31, 2017 by renholding

Benefit corporations are a new legal form of business association created to support social enterprises. Over half of U.S. states have adopted a benefit corporation statute, and over 2,000 companies have chosen the form. So far, almost all of these …

‘Don’t Ask, Don’t Tell’ Corporate Crime

By J.S. Nelson July 19, 2017 by renholding

In my most recent article, ‘Don’t Ask, Don’t Tell’ Corporate Crime, I argue that modern large-scale corporate crime is driven and shaped by ‘don’t ask, don’t tell’ incentives.[1] ‘Don’t ask, don’t tell’ enforcement based on disclosure polices …

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The CLS Blue Sky Blog

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

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