Addressing Climate Change Requires Creating Utilities With Purpose

By Joel B. Eisen and Heather E. Payne October 31, 2023 by renholding

Environment, social, and governance (ESG) reporting has become a mainstay of corporate and investment decision-making. Corporations are increasingly making ESG disclosures to assess and limit risks, bolster their reputations, and attract and keep customers. In a new paper, we focus …

Why the SEC’s SPAC Solution Makes Sense

By Karen E. Woody and Lidia Kurganova October 26, 2023 by renholding

On March 30, 2022, the SEC proposed much-anticipated regulations governing Special Purpose Acquisition Companies (“SPACs”), which provide an alternative route for a company to be traded on a national exchange without undertaking the cumbersome process of an initial public offering …

SEC Commissioner Peirce Declines to Support Rule on Short Sale Disclosure

By Hester M. Peirce October 16, 2023 by renholding

In 2010, Congress directed the Commission to prescribe rules providing for the public disclosure of aggregate short sale position data on at least a monthly basis.[1] The final rule that we are considering today, however, goes well beyond what

…

Was the Exchange Act Redundant? The Questionable Legality of an SEC Commissioner’s Unicorn Reform Proposal

By Alexander I. Platt September 18, 2023 by renholding

The rise of private markets and the proliferation of “unicorns” (private startup companies valued at $1 billion or more) has diminished the SEC’s power and reach. Back in 2021, the agency signaled a plan to reassert itself by forcing unicorns …

Cleary Gottlieb Discusses DOJ, Commerce, and Treasury Advisory on Voluntary Self-Disclosure Policies

By David Last, Abena Mainoo, Chase Kaniecki, Samuel Chang and Andrew Saba August 14, 2023 by renholding

On July 26, 2023, the U.S. Department of Justice’s National Security Division (“NSD”), the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued a Tri-Seal …

Does Enhanced Disclosure Curb CEO Pay?

By Ilona Babenko, Benjamin Bennett and Zexi Wang August 10, 2023 by renholding

High CEO pay in the United States has fueled repeated calls for enhanced disclosure of chief executives’ compensation. For example, in 2015 the SEC received over 285,000 comment letters supporting its proposed rule to require disclosure of CEO-employee pay ratios. …

SEC Chair Supports Rules on Public Company Cybersecurity Disclosures

By Gary Gensler July 27, 2023 by renholding

Today [July 26], the Commission is considering adopting final rules regarding cybersecurity disclosures by public companies. I am pleased to support these rules because they will enhance and standardize disclosures to investors with regard to public companies’ cybersecurity practices as

…

SEC Commissioner Peirce Dissents from Rules on Cybersecurity Disclosure

By Hester M. Peirce July 27, 2023 by renholding

Thank you, Chair Gensler. Although better than the proposal, this final cybersecurity disclosure rule continues to ignore both the limits to the SEC’s disclosure authority and the best interests of investors. Moreover, the Commission has failed to explain why we

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How the SEC Uses Information Disclosed on Earnings Conference Calls

By Alina Lerman, Thomas D. Steffen and Kangkang Zhang July 24, 2023 by renholding

Earnings conference calls are an important way for firms to communicate with external stakeholders. Equity shareholders, buy-side and sell-side analysts, debtholders, and other capital market participants view the calls as informative beyond the contemporaneous earnings announcements. Yet, little is known …

Skadden Discusses Increasing Scrutiny of Companies’ ESG Disclosures — Including by ESG Critics

By Tansy Woan and Matthew M. Jang July 6, 2023 by renholding

As public interest and scrutiny into environmental, social and governance (ESG) issues continue to rise, companies face an ever-evolving landscape relating to their ESG disclosures. The Securities and Exchange Commission (SEC) has proposed rules that could require increased ESG disclosures. …

Can ChatGPT Help Investors Process Information?

By Alex G. Kim, Maximilian Muhn and Valeri Nikolaev June 19, 2023 by renholding

Since the launch of ChatGPT in November 2022, there’s been an exponential surge in the use of generative AI tools. Anecdotal evidence suggests that these tools are also of considerable interest to financial firms. As a case in point, Ken …

Clandestine Corporate Political Spending as Illicit Insider Trading

By Michael R. Siebecker June 15, 2023 by renholding

Fueled by the landmark decision in Citizens United, which granted corporations essentially the same political speech rights as humans, corporations continually attempt to control political outcomes, ostensibly to promote shareholder value.[1] During the 2022 election cycle, corporations and business …

On Earnings Calls, It’s How Managers Say It That Can Affect the Market

By Bok Baik, Alex G. Kim, David Sunghyo Kim and Sangwon Yoon June 6, 2023 by renholding

Corporate disclosures increasingly include multimedia content such as audio, images, and videos. In fact, as of 2022, 83 percent of U.S. public firms used graphics in annual reports and various other communications. Additionally, companies commonly provide their earnings calls, shareholder …

Cleary Gottlieb Discusses Final SEC Rule on Corporate Buybacks

By Clayton I. Simmons, Lillian Tsu, Elizabeth J. Hamilton and David Gorsky June 6, 2023 by renholding

On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted rules to require more detailed qualitative and quantitative disclosure from reporting issuers regarding their share repurchases. While the final rules did not include some of the more onerous …

How EU and U.S. Disclosure Requirements Differ While Sharing the Same Goals

By Chiara Mosca and Chiara Picciau May 23, 2023 by renholding

Financial markets and securities regulation in the European Union and the United States are converging in an increasing number of areas, from the repression of market manipulation to the provision of stricter requirements for market gatekeepers, such as auditing firms …

How Corporate Counsel Enable Management Misstatements in ESG Matters

By J. Robert Brown, Jr. and Eli Wald May 15, 2023 by renholding

The Securities and Exchange Commission (SEC or Commission) is considering proposals that would require public companies to disclose reliable and complete information about the risks of climate change. The Commission’s efforts will fall short, however, unless it addresses the role …

Milbank Discusses Universal Proxy and “Horizontal” Conflicts

By Neil Whoriskey May 10, 2023 by renholding

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies.

First, the rule allows voting stockholders to make their own ad hoc choice of …

The Real Effects of Disclosure in Going Private Deals

By Pietro A. Bianchi, Miguel Minutti-Meza and Maria Vulcheva May 9, 2023 by renholding

In a recent paper, we examine the real effects of disclosure in going private transactions. The number of companies going private has been steadily increasing over the past decade, with a sharp rise during the last couple of years. This …

How Regulation of Share Buybacks and Insider Trading Compare in the U.S. and Europe

By Lance Ang April 21, 2023 by renholding

Share buybacks have returned with a vengeance following the COVID-19 pandemic.[1] The average proportion of buybacks out of aggregate shareholder payouts in 2019-2021 was higher than the historical average during 2005-2019 in the U.S. and Europe.[2] These developments …

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The CLS Blue Sky Blog

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

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