The Dark Side of Information Dissemination

By Charles G. McClure, Shawn X. Shi and Edward M. Watts November 8, 2021 by renholding

For decades, there has been an important debate over how much securities regulators should focus on protecting small investors. The regulators themselves have generally aimed to create a level playing field among investors, and historically, new technology has been an …

Top Justice Department Official on Stepping Up Corporate Enforcement

By John Carlin October 26, 2021 by benzonenshayn

I think these events [the Global Investigations Review conference: New York] are an important opportunity for discussion of trends and really this area is one where your work, your advice to clients, changes the way that people behave. And it …

The Price of Your Vote: Proxy Choice and Securities Lending

By Joshua Mitts October 11, 2021 by renholding

On October 7, 2021, BlackRock announced that, beginning in 2022, institutional clients would have the opportunity to direct the voting of shares held by index funds. Some commentators heralded this change as “a catalyst for others in [the investment management] …

The Evolution of Environmental Discourse in Conference Calls

By Elaine Henry, Xi Jiang, and Andrea Rozario July 12, 2021 by renholding

Climate change disclosure ranks among the priorities of Gary Gensler, the new chair of the Securities and Exchange Commission. With the rapid reallocation of capital to green investments – characterized as a “tectonic shift” by BlackRock[1] and a “frenzy” …

GameStop, Social Media, and the Phenomenon of Expressive Trading

By John P. Anderson March 24, 2021 by renholding

There is evidence that at least some of the recent social-media-driven “meme” trading in stocks such as GameStop is being driven by motives other than profit seeking. In fact, many of the retail traders involved in the recent short-squeeze frenzy …

How Stricter Disclosure Rules for Private Meetings Affect Stock Price Informativeness and Volatility

By Robert M. Bowen, Shantanu Dutta, Songlian Tang and Pengcheng Zhu February 17, 2021 by renholding

Private meetings between management and investors occur worldwide and are generally held at corporate headquarters with invited investors and sell-side analysts (a.k.a., site visits). Ng and Troianovski (WSJ, 2015) report that U.S. investors pay $1.4 billion a year to securities …

The Dark Side of Investor Conferences

By Brian J. Bushee, Daniel J. Taylor and Christina Zhu January 20, 2021 by renholding

Investor conferences are an important component of a firm’s investor relations efforts. Conferences provide managers with the opportunity for face-to-face interactions with investors and analysts. Managers can use these interactions to increase firm visibility and shape external perceptions of the …

Wachtell Lipton Discusses Workplace Wellness and Employee Mental Health As Investor Engagement Priorities

By Andrea K. Wahlquist, Sabastian V. Niles, Lauren M. Kofke and Carmen X. W. Lu December 2, 2020 by renholding

With the prospect of global vaccines on the horizon, companies worldwide continue to address the challenges of pandemic management and recovery on their businesses, the communities and constituencies they serve and especially on their employees. As companies seek to prioritize …

Columbia’s Millstein Center Presents Global Investor-Director Survey on Climate Risk Management

By Jens Frankenreiter, Sophie L’Hélias, Nina Hodzic, Sneha Pandya and Eric Talley October 30, 2020 by snehapandya

Changes in the global climate are having profound impacts on business operations, governance, and organizational management around the world. Boards of directors are searching for ways to account for these changes as they help guide their organizations, and investors are …

O’Melveny & Myers Discusses Predatory Priming

By Evan Jones, Jeff Norton, Sung Pak, John Rapisardi and Adam Longenbach September 23, 2020 by snehapandya

Priming transactions have been increasing in frequency during the current pandemic restructuring cycle. Priming usually involves the debtor shifting collateral and assets away from their core lending group to support new tranches of debt that are structurally or directly senior …

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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Morrison & Foerster Discusses Investor Exits: U.S. Direct Listing Rules in Flux

By Amit Kataria, Brian Snyder and John Owen September 14, 2020 by renholding

Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States.

On August 26, 2020, the SEC approved …

SEC Commissioners Crenshaw and Lee Discuss Failure to Modernize Accredited Investor Definition

By Caroline Crenshaw and Allison Herren Lee August 27, 2020 by renholding

The accredited investor definition is the single most important investor protection in the private market.[1] Today’s amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining

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How Investors Respond to CEO (In)Activism

By Michael T. Durney, Joseph A. Johnson, Roshan K. Sinha and Donald Young July 10, 2020 by renholding

CEO activism – CEOs expressing their views on social, environmental, and political issues – is growing, likely driven by popular opinion that CEOs have a duty to stand up for important issues of the day. A 2018 survey of 3,544 …

How “Books and Records” Rewrote the Rulebook

By Roy Shapira June 30, 2020 by renholding

One of the most important developments in Delaware corporate law recently has been the expansion of shareholder rights to company information. Shareholders can now use their general right to inspect a company’s “books and records” (Section 220 of the Delaware …

Which Companies Crowdfund?

By Andrew Abraham Schwartz May 29, 2020 by renholding

The JOBS Act and Regulation Crowdfunding were intended to create a new and inclusive type of online capital market where all entrepreneurs, regardless of their physical location, gender, or anything else, can go directly to the public (the “crowd”) to …

Chairman Clayton Speaks to SEC’s Asset Management Advisory Committee

By Jay Clayton May 28, 2020 by renholding

I look forward to hearing the Committee’s insights into the effects of the pandemic on the asset management industry and, in particular, our long-term Main Street investors.[1] An essential component of our national response to, and recovery from, COVID-19

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SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times

By Jay Clayton April 3, 2020 by renholding

Over 57 million American households are invested in our securities markets. The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission. The 4,500 women and men of …

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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Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton March 3, 2020 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

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