Lessons from Luckin Coffee: The Underappreciated Risks of Variable Interest Entities

By Jonathan Barnett July 28, 2020 by renholding

On April 2, China’s Luckin Coffee announced that some of its employees, including the chief operating officer, had fabricated over $300 million in reported revenues. On April 21, the Securities and Exchange Commission and the U.S. Public Company Accounting Oversight …

Davis Polk Discusses NYSE’s New Proposal on Direct Listings

By Marcel Fausten, Joseph Hall, Byron Rooney, Sarah Solum and Richard Truesdell, Jr. July 1, 2020 by renholding

On June 22, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing. The NYSE had previously proposed a rule change, which …

Davis Polk Discusses NYSE Revised Direct Listing Proposal

By Maurice Blanco, Alan Denenberg, Marcel Fausten, James Lin and Richard Truesdell December 16, 2019 by renholding

Following the SEC’s rejection last week of its proposed rule change on direct listings, the NYSE filed a revised rule change proposal with the SEC yesterday. The new rule change proposal is substantially similar to the proposal the NYSE filed …

Sullivan & Cromwell Discusses NYSE Proposal to Expand Permitted Use of Direct Listings

By Sullivan & Cromwell LLP December 5, 2019 by renholding

On November 26, 2019, New York Stock Exchange LLC (“NYSE”) filed notice of a proposed rule change with the Securities and Exchange Commission to modify its listing rules relating to direct listings. The proposed rule change would allow companies to …

The Social Functions of the Stock Market: A Primer

By Merritt B. Fox April 12, 2019 by renholding

A stock market is a key feature found in any economy with a substantial private sector. For example, in the United States, we see the New York Stock Exchange and Nasdaq, in the U.K, the London Stock Exchange, and in …

Poison Pills and the 20 Percent Rule—a Dangerous Cocktail?

By Andrew G. Khanarian March 8, 2019 by renholding

Amidst the clamorous and wide-ranging debate over poison pills, few commentators have addressed whether these corporate defenses are consistent with NYSE’s and NASDAQ’s well-known prohibitions against large issuances absent shareholder approval (the “20 Percent Rule”). While poison pills are often …

Dual Class Stock: The Shades of Sunset

By John C. Coffee, Jr. November 19, 2018 by renholding

The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …

Market Data, the SEC and Stock Exchanges: Reopening Pandora’s Box?

By Georges Ugeux November 7, 2018 by renholding

Every security traded in public markets represents several data points that can be valuable to future trades (not to mention compliance). The Regulation National Market System (or “Reg NMS”) grants exchanges, licensed as self-regulatory organizations (“SROs”), the responsibility to disseminate …

SEC Commissioner Jackson on the State of America’s Stock Markets

By Robert J. Jackson, Jr. September 20, 2018 by renholding

Thank you so much, J.W. [Verret] and Ty [Gellasch], for that incredibly kind introduction. It’s a real honor to be here with you both today at George Mason, talking about the only issue you two have ever agreed on.[*

…

How Exchange Listing Affects Corporate Governance

By Dan W. French, Andrew E. Kern, Thibaut G. Morillon and Adam S. Yore June 25, 2018 by renholding

On April 3, 2018, the Swedish online music company Spotify Technology disrupted the traditional initial public offering (IPO) marketplace when it directly listed its shares on the New York Stock Exchange (NYSE) under the ticker symbol “SPOT.” With a valuation …

Changes in Corporate Governance: Externally Dictated vs. Organically Determined

By Onur K. Tosun February 20, 2018 by renholding

Several major corporate scandals in the United States during the early 2000s brought attention to corporate governance of large U.S. companies. As a result, Congress passed the Sarbanes-Oxley Act (SOX), and the Securities and Exchange Commission (SEC) announced several regulations …

Perpetual Dual-Class Stock: The Case Against Corporate Royalty

By Robert J. Jackson, Jr. February 16, 2018 by renholding

My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and

…

The Spotify Listing: Can an “Underwriter-less” IPO Attract Other Unicorns?

By John C. Coffee, Jr. January 16, 2018 by renholding

Press reports indicate that Spotify, the music streaming company, is planning an initial public offering in March or April of this year, and that it plans to use a novel “direct listing” approach that has not previously been used at …

Proxy Delivery Methods Show How Managers Rely on the Retail Shareholder Vote

By Choonsik Lee and Matthew E. Souther May 29, 2017 by renholding

Previous research on shareholder voting has placed most of the emphasis on the role of institutional shareholders. In our recent study, however, we provide evidence that managers strategically rely on the support offered by retail shareholders to ensure that their …

How Board Evaluations Fall Short

By Taylor Griffin, David Larcker, Stephen A. Miles and Brian Tayan March 22, 2017 by renholding

The New York Stock Exchange requires that the board of each publicly traded corporation “conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively.” The purpose of this exercise is to ensure that boards …

HFT Class Action Defeats and the Challenge to Regulators

By Steven McNamara November 12, 2015 by ilyabeylin

On August 27, 2015 Judge Jesse Furman of the Southern District of N.Y. dismissed plaintiffs’ claims in the consolidated high frequency trading (“HFT”) class action lawsuit In re Barclays Liquidity Cross and High Frequency Trading Litigation.[1] Coming after …

Simpson Thacher discusses NYSE Amending its Material News Policy and Expanding its Authority to Halt Trading

By Yafit Cohn October 12, 2015 by ilyabeylin

Effective September 28, 2015, the New York Stock Exchange (“NYSE” or “the Exchange”) amended Section 202.06 of its Listed Company Manual (the “Manual”) to:

expand the pre-market hours during which NYSE-listed companies must notify the Exchange prior to disseminating “material

…

Morgan Lewis discusses SEC Consideration of Active ETF Listing Standards, Approval of Paired Class ETP

By Richard F. Morris, Jack O’Brien and Jeremy Esperon April 16, 2015 by ilyabeylin

Two recent developments could have significant consequences for the exchange-traded fund (ETF) industry and the regulatory landscape for such products. The first development is a proposed rule change to create “generic listing standards” for actively managed ETFs. The second is …

The Case for a Junior Equity Market

By Jeff Schwartz May 15, 2013 by Jason Parsont

The following post comes from Professor Jeff Schwartz of the University of Utah S.J. Quinney College of Law:

The influential SEC Advisory Committee on Small and Emerging Companies recently approved a new set of recommendations. The boldest among them is …

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