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
investors
Morrison & Foerster Discusses Investor Exits: U.S. Direct Listing Rules in Flux
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
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
How Investors Respond to CEO (In)Activism
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
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?
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
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
SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times
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
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
Wachtell Lipton Shines a Spotlight on Boards
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 …
ISS Discusses Investor Considerations for Aramco Oil
When Saudi Arabia’s Crown Prince Mohammad Bin Salman announced plans to sell stakes in state-owned Saudi Arabian Oil Co. (Saudi Aramco) in 2016, he was also setting the stage for the biggest initial public offering (IPO) in history. On December …
SEC Chairman Delivers Remarks on Elder Investor Fraud
Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.
On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants. Protecting
Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms?
The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …
SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues
I am grateful
Exequity Discusses Economic Voodoo and ISS’ Use of Economic Value Added
Institutional Shareholder Services (ISS) recently introduced Economic Value Added (EVA) as its latest approach to measuring company performance. Recent white papers from ISS, authored by Bennett Stewart (ISS Senior Advisor), who, along with former business partner Joel Stern, developed the …
The Case for Mandatory Stakeholder Disclosure
There are many sources of information about corporate operations, but one of the most critical is the disclosure required by the federal securities laws. Whenever a company seeks to raise capital through the public sale of securities, the U.S. Securities …
Is the Cost of Equity Greater than the Risk-Free Rate?
As a matter of abstract financial-economic theory, the cost of equity is straightforward. It is the minimum expected return investors require to hold the firm’s equity at the current price. Financial economists may disagree on the best way to estimate …
ISS Discusses Director Overboarding: Global Trends, Definitions, and Impact
In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company …
SEC Chairman Clayton Speaks to Investor Advisory Committee
Thank you, Anne [Sheehan]. Good morning everyone, and I want to extend a special welcome to our new commissioner, Allison Lee.
I am interested in today’s discussion. I understand the Committee first will be talking about the SEC approach to
Four Things No One Will Tell You About ESG Data
In a recent article, we seek to shed light on several important aspects of measuring and providing data about companies’ performance on environmental, social, and governance (ESG) issues. The article is intended to provide a useful guide for the …