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  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
  • Asset Managers as Regulators Comment bubble 1 By Dorothy S. Lund
  • Reforming the Macroprudential Regulatory Architecture in the United States By Kathryn Judge and Anil Kashyap
  • Predicting the Unpredictable: What Will Musk Do Next? By John C. Coffee, Jr.
Editor-At-Large Reynolds Holding

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

Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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Exchange Act

Sullivan & Cromwell Discusses SEC Charges for Failure to Timely Report Transactions and Holdings

By Matthew B. Goodman, Robert W. Reeder III and Yiming Sun October 10, 2023 by renholding

On September 27, 2023, the U.S. Securities and Exchange Commission (“SEC”) announced charges against six public company insiders for failing to timely report information about their holdings and transactions in company securities. Five publicly traded companies were also charged with …

Comment  

Davis Polk Discusses Ninth Circuit Decision on Forum Selection Clauses

By Neal Potischman, Brian M. Burnovski, Michael S. Flynn, Daniel J. Schwartz and Dana M. Seshens June 12, 2023 by renholding

On June 1, 2023, the Ninth Circuit held en banc that a forum selection clause requiring all derivative claims to be brought in Delaware state court—including federal securities claims that can only be maintained in federal court—is enforceable and requires …

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 …

SEC Chair Gensler Speaks on Requirement to File Electronically

By Gary Gensler March 23, 2023 by renholding
Today [March 22], the Commission is considering a proposal under the Exchange Act to require broker-dealers and other registrants to submit forms electronically. I am pleased to support this proposal because, if adopted, it would advance the Commission’s efforts to
…

Legal Guardrails for a Unicorn Crackdown

By Alexander I. Platt February 17, 2022 by renholding

The SEC is undertaking an historic effort to redraw the boundary between public and private companies.  After years of watching – and sometimes encouraging – the explosive growth in less tightly regulated private markets and the proliferation of so-called “unicorns,” …

The Jobs Act Did Not Raise IPO Underpricing

By Omri Even-Tov, Panos N. Patatoukas and Young S. Yoon September 17, 2021 by renholding

The JOBS Act was signed into law on April 5, 2012, with the objective of improving access to the public capital market for growth companies. Title I of the JOBS Act amended the Securities Act and the Exchange Act and …

Paul Weiss Discusses Defense Spending Bill With Provisions Expanding SEC Disgorgement

By Brad S. Karp, Susanna M. Buergel, Jane B. O’Brien, Walter Rieman and Daniel S. Sinnreich December 22, 2020 by renholding

On December 11, 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021, H.R. 6395 (the “NDAA”). The $740.5 billion bill includes language amending the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the SEC with …

Latham & Watkins Discusses SEC Proposal of Safe Harbor Framework for Unregistered Finders

By Dana G. Fleischman, Stephen P. Wink, Gail S. Neely, Naim Culhaci and Deric Behar October 20, 2020 by renholding

On October 7, 2020, the US Securities and Exchange Commission (SEC) issued a Notice of Proposed Exemptive Order Granting Conditional Exemption from the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of …

Why the SEC’s Proposal to Amend Rule 13f-1 Should Fail

By Eduardo Gallardo July 27, 2020 by renholding

On July 10, the Securities and Exchange Commission (SEC) proposed a 35-fold increase – from $100 million to $3.5 billion – in the threshold for requiring institutional investment managers to publicly report their equity holdings on Form 13F.[1]  This …

EBITDAC, Civil Liability, and New Paradigms

By Suprotik Das July 23, 2020 by renholding

COVID-19 has led companies to patch-up financial reporting by adding estimates of pre-COVID-19 profits to their EBITDA. Recently, COVID-19 prompted measuring-equipment manufacturer Schenck Process, for example, to add back €5.4 million, resulting in an adjusted EBITDA of €18.3 …

Cleary Gottlieb Discusses SEC Action for Non-Disclosure of DOJ Investigation

By Robin M. Bergen, Matthew Solomon, Adam Fleisher, Rahul Mukhi and Alexander Janghorbani October 15, 2019 by Avesh Krishna

Companies that face non-public government investigations frequently confront challenging questions regarding whether and when to disclose the existence of the investigation, how much to disclose, and any duty to update the disclosure as the investigation proceeds.  On the one hand, …

Prosecuting Securities Fraud Under Section 17(a)(2)

By Wendy Gerwick Couture March 20, 2019 by renholding

Traditionally, securities fraud has been civilly enforced under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and criminally prosecuted under Section 32 of the Exchange Act. Recently, however, the SEC has increasingly asserted claims under Section 17(a)(2) …

Latham & Watkins Discusses SEC’s Take on Digital Asset Trading

By Wenchi Hu, Vivian A. Maese, John J. Sikora Jr. and Timothy P. Pisacreta April 24, 2018 by charlesbluesky

Crypto trading platforms worldwide should be aware of recent SEC actions if they provide access to US persons or persons within the US for trading.

Global financial regulatory authorities have begun to take action and release guidance regarding the emerging …

Fried Frank Analyzes In re: Barclays Liquidity Cross and High Frequency Trading Litigation

By James Kitching, Stephen M. Juris and Caroline Lassabliere October 5, 2015 by jbarrowscls

Last week, a federal district court judge in New York overseeing several multidistrict litigation (“MDL”) proceedings dismissed all claims against Barclays PLC, Barclays Capital Inc., and several major U.S. stock exchanges (the “Exchanges”), including NASDAQ, the New York Stock Exchange, …

Morgan Lewis explains CFTC/SEC Jurisdictional Battle Heats Up Over Dividend Indices

By Michael M. Philipp and Ignacio A. Sandoval September 15, 2015 by jbarrowscls

The CFTC recently approved a futures contract on a dividend index as a non-security based index futures contract over the SEC’s objection that the dividend index contract could be a security future; the CFTC’s actions may have implications for market …

Proskauer discusses how Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

By Frank Zarb and Charles Lee September 9, 2015 by jbarrowscls

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion[1] in Trinity Wall Street v. Wal-Mart Stores, Inc.[2] The holding permitted Wal-Mart Stores, Inc. (“Wal-Mart”) to exclude a shareholder …

Equity Crowdfunding: A Market for Lemons?

By Darian M. Ibrahim January 20, 2015 by ilyabeylin

In the paper “Equity Crowdfunding: A Market for Lemons?”, recently made publicly available on SSRN, I take a comprehensive look at crowdfunding’s place in entrepreneurial finance. I begin by observing that angel investors and venture capitalists (VCs) have funded Google, …

Editor's Tweet |
Editor's Tweet: Equity Crowdfunding: A Market for Lemons? http://wp.me/p2Xx5U-2PK

Latham & Watkins discusses Pumping Up For Proxy Season: Supplemental and Amended Proxy Materials

By Steven B. Stokdyk and Shannon C. Treviño January 15, 2015 by tharts1

In connection with a meeting of stockholders, many companies face the decision of whether and how to prepare and file supplemental or amended proxy materials.

The decision to supplement or amend, and how to deliver the message, is guided as …

Weil Gotshal discusses SEC Proposal to Implement JOBS Act Mandate for Exchange Act Registration

By Adé Heyliger January 6, 2015 by ilyabeylin

[Two weeks ago], the Securities and Exchange Commission (SEC) proposed rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (the JOBS Act). [1] Specifically, the SEC proposed to revise the rules governing registration, termination …

TheFilter

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Reuters
Disney CEO Iger Promises 2026 Exit
November 29, 2023
Wall Street Journal
Scotus Mulls Right to Trial by Jury
November 29, 2023
Bloomberg
Might the SEC Lose Its Courts?
November 29, 2023
Jim Hamilton's World
SEC Adopts New Rule on Asset-Backed Securities Conflicts of Interest
November 29, 2023
Deal Lawyers.com
U.S. Court Says Info About Alternative Deal Structure Immaterial for Disclosure
November 29, 2023
New York Times
Amazon Unveils Q, AI Chatbot for Firms
November 28, 2023
D&O Diary
SPAC-Linked Securities Suit Hits EV Firm
November 28, 2023
Reuters
New California Law Requires VC, Private Equity Firms to Report Diversity
November 28, 2023
Bloomberg
MLB, Formula 1 Face Fraud Suits for Promoting FTX Cryptocurrency
November 28, 2023
PubCo @ Cooley
U.S. Court Seems Open to Seeing “Shadow Trading” as Insider Trading
November 28, 2023
Reuters
SEC Adopts Trader Conflicts Rule
November 27, 2023
Bloomberg
Deregulation Talk Scaring Crypto World
November 27, 2023
PubCo @ Cooley
Fifth Circuit Denies SEC More Time to Fix Share Repurchase Rule
November 27, 2023
LinkedIn
Travis Laster Answers Ex-AG Barr’s Criticism of Delaware ESG Flirtation
November 27, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Talks Fee Shifting
November 27, 2023
Wall Street Journal
Binance Penalties Include Crypto Firsts
November 26, 2023
PubCo @ Cooley
SEC Delays Share Repurchase Rule
November 26, 2023
Securities Regulation and Corporate Governance Monitor
Update on SEC’s Universal Proxy Rules
November 26, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Third-Party Shareholder Beneficiary Rights
November 26, 2023
Business Law Prof Blog
Do ESG Laws Violate Free Speech?
November 26, 2023
Investment Executive
Lagarde Calls for European SEC
November 21, 2023
Securities and Exchange Commission
SEC Dings Kraken for Being Unregistered
November 21, 2023
Reuters
SEC May Curb Climate Rule Ambitions
November 21, 2023
Bloomberg
DOJ Seeks over $4 Bln from Binance
November 21, 2023
Jim Hamilton's World
SEC Rule Aims at Clearinghouse Conflicts
November 21, 2023
Reuters
OpenAI Investors Consider Suing Board
November 20, 2023
Dealbook
Cybersecurity Suit a Hot Board Topic
November 20, 2023
Wall Street Journal
Wall Street’s ESG Craze Is Fading
November 20, 2023
PubCo @ Cooley
SEC Issues New CDIs on Proxy Rules
November 20, 2023
Jim Hamilton's World
CFTC Mulls Offering Guidance on Crypto and Carbon Markets
November 20, 2023
D&O Diary
Hackers Gripe to SEC About Hack
November 19, 2023
New York Times
Bitcoin Fund Lifts Cryptocurrency Price
November 19, 2023
Washington Post
Feds Mount SEC Cyber-Rule Defense
November 19, 2023
Reuters
Doubt Over SEC Administrative Enforcement Boosts Private Actions
November 19, 2023
Corporate & Securities Law Blog
Ninth Circuit Clarifies SEC Rule 16b-3 Short-Swing Profit Liability Exemption
November 19, 2023
Reuters
IBM Suspends Advertising on X
November 16, 2023
New York Times
UAW Workers Back Big 3 Contracts
November 16, 2023
NY’s New Cryptocurrency Listing Rules
November 16, 2023
Bloomberg
WeWork’s Rescue Wasn’t Real
November 16, 2023
Bloomberg
Hedge Fund Fraudster Spared Prison
November 16, 2023
Wall Street Journal
Elusive Soft Landing Comes Into View
November 15, 2023
New York Times
The Inflation Rally Goes Global
November 15, 2023
Bloomberg
Short Sellers Become SEC Tipsters
November 15, 2023
Reuters
Blockchain Firm Dfinity Loses Defamation Suit Against Times, Crypto Analyst
November 15, 2023
PubCo @ Cooley
SEC Charges Charter on 10b5-1 Plans
November 15, 2023
Reuters
U.S. House Finally Passes Spending Bill
November 14, 2023
D&O Diary
IPO Revival May Take Awhile
November 14, 2023
Financial Review
Investors Using AI to Find Out What Executives Really Thinking
November 14, 2023
Washington Post
Bitcoin Wallets Created Before 2016 at Risk of Being Hacked
November 14, 2023
PubCo @ Cooley
PCAOB Offers Questions that Audit Committee Members Might Want to Ask
November 14, 2023
Reuters
U.S. Supreme Court Unveils Ethics Code
November 13, 2023
Wall Street Journal
SBF’s Parents Are Still His Biggest Fans
November 13, 2023
Bloomberg
Fake Goldman Insider Gets 16 Years for Alibaba IPO Share Scam
November 13, 2023
Washington Post
Regulating Crypto to Death Is OK
November 13, 2023
Jim Hamilton's World
U.S. House Bill Would Halt Funding of SEC Crypto Enforcement Actions
November 13, 2023
Dealbook
What’s a Fair Sentence for SBF?
November 12, 2023
D&O Diary
Geopolitical Risk Sparks Securities Suit
November 12, 2023
Reuters
Allen & Overy Hit by “Data Incident”
November 12, 2023
Bloomberg
Biggest Bank Forced to Reroute Trades
November 12, 2023
Jim Hamilton's World
SEC Urged to Amend Definition of “Smaller Reporting Company”
November 12, 2023
Financial Times
SEC Plan to Police AI Investment Advice Provokes Fierce Pushback
November 9, 2023
Reuters
Target Seeks End to Pride-Month Suit
November 9, 2023
D&O Diary
FTX Fights over D&O Coverage
November 9, 2023
PubCo @ Cooley
SEC Commissioner Talks on Rulemaking
November 9, 2023
Jim Hamilton's World
SEC Defends Binance Crypto Action
November 9, 2023
Reuters
Ivanka Worried Trump Not Rich Enough
November 8, 2023
Slate
Is SBF’s Brother in Trouble, Too?
November 8, 2023
Wall Street Journal
Treasury Seeks Crypto Crack Down Powers
November 8, 2023
Bloomberg
Investors Set Sights on FTX Endorsers
November 8, 2023
The 10b-5 Daily
The Latest on Class-Action Opt Outs
November 8, 2023
PubCo @ Cooley
Will Major Questions Doctrine Kill SEC’s Shadow Trading Theory?
November 7, 2023
Jim Hamilton's World
Report: Gender Diversity Helps Finances
November 7, 2023
Securities Regulation and Corporate Governance Monitor
SEC Launches Portal for Shareholder Proposal No-Action Requests
November 7, 2023
Reuters
DOJ Disclosure Safe-Harbor Draws Fire
November 7, 2023
Corporate & Securities Law Blog
California Boosts Non-Competition Law
November 7, 2023
New York Times
SBF Convicted, Silicon Valley Shrugs
November 5, 2023
Bloomberg
What’s Next for SBF Inner Circle?
November 5, 2023
Jim Hamilton's World
CFTC Sued Over Congress Control Bets
November 5, 2023
Deal Lawyers.com
Delaware Chancery Addresses Enforceability of M&A “Con Ed” Clause
November 5, 2023
Corporate & Securities Law Blog
Second Circuit Clips SEC Disgorgement
November 5, 2023
Axios
New Hedge Fund Hiring Journalists to Not Do Journalism
November 2, 2023
PubCo @ Cooley
Fifth Circuit Slaps SEC Buyback Rule
November 2, 2023
Jim Hamilton's World
Senator Seeks to Undo Citizens United
November 2, 2023
Axios
PE Funds Putting More Cash in Deals
November 2, 2023
Business Law Prof Blog
U.S. Labor Department Issues New Fiduciary Rule Proposal
November 2, 2023
Bloomberg
Bad Passwords Are Securities Fraud
November 1, 2023
Semafor
Morgan Stanley May Face $1 Bln Fine
November 1, 2023
PubCo @ Cooley
SEC Charges SolarWinds With Fraud
November 1, 2023
Securities Regulation and Corporate Governance Monitor
SEC Enforcers Sweep Delinquent Filers
November 1, 2023
Corporate & Securities Law Blog
Hospital Mergers: More Good Than Bad?
November 1, 2023
Dealbook
Global Race to Regulate AI Heats Up
October 31, 2023
CoinDesk
SBF Post-Collapse Media Blitz Flops
October 31, 2023
Wall Street Journal
Cyber Chiefs Fear Personal Liability
October 31, 2023
Bloomberg
FTX Ghost Haunts Formula One
October 31, 2023
Jim Hamilton's World
Scotus Punts Two Securities Cases
October 31, 2023

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