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

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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. …

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 …

Do Managers Factor Litigation Risk into Their Environmental Disclosure Decisions?

By Scott Robinson, Nikki Skinner and Jasmine Wang April 19, 2023 by renholding

The SEC has proposed mandating climate disclosure to meet investor demand for information about the environmental risks firms face and managers’ plans to mitigate their firms’ environmental impacts. Yet critics worry that the proposed mandate would increase risks of litigation …

Cooley Discusses the Risk of Liability from Sustainability Reports

By Cydney Posner April 14, 2023 by renholding

In April of last year, as described in this press release, the SEC filed a complaint against Vale S.A., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false …

How Changes to Form 8-K Disclosure Rules Affect Corporate Innovation

By Yangyang Chen, Yue Luo, Jeffrey Pittman and Qin Tan March 15, 2023 by renholding

Studies have shown that the disclosure of information can affect a company’s technological innovation in different ways, depending on how complete or timely it is. The complete disclosure can promote innovation by making capital providers more receptive to providing financing, …

Fraud-on-the-Market Liability in the ESG Era

By Kevin S. Haeberle March 6, 2023 by renholding

Fraud-on-the-market (“FOTM”) suits are thought to generate considerable benefits for society – namely, those associated with increased stock-market liquidity and price accuracy. But these suits are also said to impose outsized costs. The federal courts have thus long tried to …

Comparing Auditors’ and Users’ Materiality Judgments

By Marcus Doxey and Chez Sealy February 20, 2023 by renholding

Materiality is a ubiquitous concept in accounting and auditing. Accounting and disclosure rules, with few exceptions, are bounded by materiality, meaning that if a matter is immaterial, it is often exempted from the accounting rules. In respect to audits, the …

Davis Polk on When Gaming Runs Afoul of Disclosure Controls and Whistleblower Rights

By John B. Meade, Ning Chiu, Robert A. Cohen, Michael Kaplan and Alain Kuyumjian February 17, 2023 by renholding

On February 3, the SEC announced a $35 million settlement with Activision Blizzard stemming from the company’s alleged failure to maintain adequate disclosure controls and procedures relating to workplace misconduct complaints and for a violation of a whistleblower protection rule.…

Skadden Discusses What New SEC Insider Trading Rules Mean for Directors

By Katherine D. (Kady) Ashley, Anita B. Bandy, Raquel Fox, Marc S. Gerber, Shalom D. Huber and Caroline S. Kim February 15, 2023 by renholding

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules will require directors, executives and other …

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