The New Corporate Law of Corporate Groups

By Mariana Pargendler May 22, 2023 by renholding

Large firms today are rarely organized as a single legal entity, but rather as corporate groups with numerous subsidiaries that have separate legal personalities. A debate has long raged over how to treat the legal boundaries between companies belonging to …

SEC Commissioner Speaks on Cybersecurity and Protecting Investors

By Jaime Lizárraga May 19, 2023 by renholding

Good morning. Thank you, Bob [Zukis]. It is a pleasure to be here today, and I thank the Digital Directors Network for hosting this discussion about cybersecurity. This topic is so essential for the safety and resiliency of our capital

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SEC Issues Strategic Plan for Fiscal Years 2022-2026

By Gary Gensler January 26, 2023 by renholding

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Sullivan & Cromwell Discusses Expiration of Legacy NAFTA Investor Protections

By Andrew J. Finn, Pedro José Izquierdo and Mateo M. Verdias November 14, 2022 by renholding

In 2020, the United States-Mexico-Canada Agreement (“USMCA”) entered into force, replacing the 1994 North American Free Trade Agreement (“NAFTA”). Both treaties include certain protections that the contracting states must afford to nationals of the other contracting states investing in their …

SEC Chair Gensler Speaks to Investor Advisory Committee

By Gary Gensler September 22, 2022 by renholding

Thank you. It is great to speak to the Investor Advisory Committee (IAC). As is customary, I’d like to note that my views are my own and that I am not speaking on behalf of the Securities and Exchange Commission …

How SPACs Disable Indirect Investor Protection

By Holger Spamann and Hao Guo July 11, 2022 by renholding

Special Purpose Acquisition Companies (SPACs) are a trap for unwary investors. In standard public equity securities, even the most naïve investor is protected, first, by the market price – you pay only for what you get – and, second, by …

Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China

By Warren Bailey, Hui Ma, Rongli Yuan and Hong Zou May 18, 2022 by renholding

Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and …

SEC Chair Gensler on SPACs, Shell Companies, and Projections Proposal

By Gary Gensler March 31, 2022 by renholding

Today [March 30], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations

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Does the Strength of Investor Protection Laws Predict Capital Market Development?

By Nitzan Shilon July 15, 2021 by renholding

Which countries provide the strongest investor protection laws? How are such laws related to the level of capital market development and ownership concentration in public companies? In a series of influential works, La Porta, Lopez-de-Silanes, Shleifer and Vishny (1997, 1998, …

The Lowdown on SEC Approval of the NYSE Primary Direct Listing Proposal

By Anat Alon-Beck, Robert Rapp and John Livingstone December 24, 2020 by renholding

Direct listings, the most promising disruptor of IPOs, received a significant boost this week, thanks to the U.S. Securities and Exchange Commission (SEC) ruling on a petition from the Council of Institutional Investors.

Most common in the tech industry, direct …

SEC Chair Speaks About Enhanced Investor Protections in the OTC Market

By Jay Clayton September 17, 2020 by renholding

Technology has driven many efficiencies in our markets. Technology can also enhance investor protection. Today, we recognize that, as a result of technological change, information can and should be made available to over-the-counter (“OTC”) market investors in a more timely

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Marginal Benefits of the Core Securities Laws

By Kevin S. Haeberle August 10, 2020 by renholding

To many, the core securities laws on disclosure, fraud, and insider trading are desirable from an investor-protection perspective. But the dominant law and economics view is dubious of this thinking. Under this view, securities prices are discounted to reflect obstacles …

SEC Commissioner Lee on Protecting, Serving, and Empowering Investors

By Allison Herren Lee March 9, 2020 by renholding

Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to

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SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee

By Jay Clayton March 29, 2019 by renholding

Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman …

The Protection of Investors and the Compensation for their Losses: Australia

By Olivia Dixon and Jennifer G. Hill December 14, 2018 by renholding

Investor protection has been an ideal in corporate and securities law ever since the early 20^th century, when Berle and Means famously highlighted shareholder vulnerability in modern public corporations. In more recent times, investor protection has been treated as …

The Problematic Role of Computer Code in Initial Coin Offerings

By Shaanan Cohney, David A. Hoffman, Jeremy Sklaroff and David A. Wishnick August 16, 2018 by renholding

The Initial Coin Offering (ICO) is one of the stranger financial innovations in recent memory. Imagine if Coca-Cola had funded its initial deployment of vending machines through the sale of tokens its machines might one day require. Now replace soda …

Shearman & Sterling discusses SEC’s Proposal to Revamp its Mining Disclosure Requirements

By Richard J.B. Price, Jonathan Handyside, Cynthia Urda Kassis and Jason R. Lehner July 19, 2016 by ilyabeylin

On June 16, 2016, the US Securities and Exchange Commission (“SEC”) issued a proposed rule (available here), which, if adopted, would result in a revamp of its disclosure requirements for mining company issuers. The proposed rule is intended to …

The Unsophisticated Sophisticated: Old Age and the Accredited Investors Definition

By Tao Guo, Michael S. Finke and Chris Browning October 7, 2015 by ilyabeylin

Accredited investors are eligible to participate in unregistered securities offerings such as private equity, venture capital and hedge fund private placements under the SEC’s Regulation D. Based on current SEC Rule 501, an individual investor is qualified as an accredited …

SEC Rules, Stakeholder Interests, and Cost-Benefit Analysis

By Yoon-Ho Alex Lee May 1, 2015 by ilyabeylin

The D.C. Circuit’s 2011 decision in Business Roundtable v. SEC , 647 F.3d 1144 (D.C. Cir. 2011) spawned a lot of debate regarding the value of cost-benefit analysis in financial regulation. On one side of the debate were those who …

SEC Commissioner Aguilar discusses the SEC’s Crowdfunding Proposal

By Commissioner Luis A. Aguilar November 19, 2013 by gabriellepaolini

The following is a speech given by SEC Commissioner Luis A. Aguilar on October 23, 2013, available here. It is entitled “Harnessing the Internet to Promote Access to Capital for Small Businesses, While Protecting the Interests of Investors.”…

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