SEC

Davis Polk Discusses New SEC Cybersecurity Requirements for Regulated Market Participants

By Robert A. Cohen, Greg D. Andres, James W. Haldin, Gabriel D. Rosenberg and Zachary J. Zweihorn March 29, 2023 by renholding

The SEC proposed an array of new cybersecurity-related requirements in the form of: (1) an expansive new Rule 10, (2) extending the reach of Regulation SCI, and (3) expanding Regulation S-P, including to require incident response programs. The SEC also …

Climate Disclosure Line-Drawing and Securities Regulation

By Virginia Harper Ho March 27, 2023 by renholding

In 2022, the Securities and Exchange Commission (SEC) proposed climate disclosure rules requiring each public company to tell investors specifically about the financial effects of climate risk on the company and how the company assesses those risks. The rules will …

Covington Discusses SEC’s Focus on Cybersecurity Incident Disclosure

By David Engvall, Ashden Fein, Gerald Hodgkins, Ian Macdonald and Micaela McMurrough March 27, 2023 by renholding

On March 9, 2023, the Securities and Exchange Commission (the “SEC”) Enforcement Division’s Crypto Assets and Cyber Unit announced a settlement with Blackbaud, Inc. involving allegations of inadequate disclosure controls and procedures and material misstatements and omissions concerning a 2020 …

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

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SEC Chair Gensler on Recent Bank Failures, Enhanced Cybersecurity for Market Entities

By Gary Gensler March 16, 2023 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on March 15th, 2023. I want to welcome members of the public who are listening in.

Before we get to today’s agenda, I want to address

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SEC Commissioner Speaks at Columbia’s Going Public in the 2020s Conference

By Mark T. Uyeda March 7, 2023 by renholding

Good morning and thank you, [Columbia Law School] Dean [Gillian] Lester, for the introduction. I am honored to speak to this distinguished group of academics, practitioners, and regulators at today’s “Going Public in the 2020s” conference. My remarks reflect solely

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Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

By Shalom D. Huber and Loren Koles March 6, 2023 by renholding

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …

SEC Chair Gensler Speaks Before the Investor Advisory Committee

By Gary Gensler March 3, 2023 by renholding

Good morning. I am pleased to join the Investor Advisory Committee. As is customary, I’d like to note that my views are my own and I am not speaking on behalf of the Commission or SEC staff.

I want to

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

By Kyoko Takahashi Lin and Ning Chiu March 2, 2023 by renholding

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …

Using ETFs to Conceal Insider Trading

By Elza Eglīte, Dans Štaermans, Vinay Patel and Tālis Putniņš March 1, 2023 by renholding

On August 17, 2021, the Securities and Exchange Commission (SEC) filed the first lawsuit charging insider trading in an economically related stock. A former employee of Medivation (MDVN, a mid-sized biopharmaceutical company) was charged for trading on confidential information about …

Davis Polk Discusses SEC Adoption of T+1 Settlement, Effective May 2024

By Maurice Blanco, Michael Kaplan, Byron B. Rooney, Richard D. Truesdell Jr. and Zachary J. Zweihorn February 23, 2023 by renholding

The SEC adopted a final rule to shorten the standard settlement cycle for most securities transactions from two business days (T+2) to one business day following the trade date (T+1). Many market participants had favored a September 3, 2024 compliance …

How to Reform Our Abysmal Insider Trading Framework 

By Marc I. Steinberg February 21, 2023 by renholding

The U.S. insider trading framework is a mess.  Principles apply that are inconsistent with one another and that treat similarly situated persons in a disparate manner. In my 2021 book and a forthcoming book chapter, I argue that, rather than …

Debevoise Discusses Proposed SEC Rule to Prohibit Conflicts of Interest in Certain Securitizations

By Marc Ponchione, Jeff Robins and Jeremy Lin February 21, 2023 by renholding

On January 25, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a proposed rule to prohibit material conflicts of interest in the sale of asset-backed securities (“ABS”). The proposed rule is a re-proposal of a rule that was first …

Comparing Auditors’ and Users’ Materiality Judgments

By Marcus Doxey and Chez Sealy February 20, 2023 by renholding

Materiality is a ubiquitous concept in accounting and auditing. Accounting and disclosure rules, with few exceptions, are bounded by materiality, meaning that if a matter is immaterial, it is often exempted from the accounting rules. In respect to audits, the …

Skadden Discusses Digital Asset Insider Trading Case

By Alexander C. Drylewski, Lara A. Flath, Steven R. Glaser, Stuart D. Levi, David Meister, Daniel Michael and Alissa M. Curran February 20, 2023 by renholding

On February 7, 2023, Ishan Wahi (Ishan), a former Coinbase product manager, pled guilty to wire fraud charges in an indictment in the U.S. District Court for the Southern District of New York (SDNY).

Ishan admitted that he had used …

Davis Polk on When Gaming Runs Afoul of Disclosure Controls and Whistleblower Rights

By John B. Meade, Ning Chiu, Robert A. Cohen, Michael Kaplan and Alain Kuyumjian February 17, 2023 by renholding

On February 3, the SEC announced a $35 million settlement with Activision Blizzard stemming from the company’s alleged failure to maintain adequate disclosure controls and procedures relating to workplace misconduct complaints and for a violation of a whistleblower protection rule.…

SEC Chair Gensler on Proposed Rules About Investment Adviser Custody

By Gary Gensler February 17, 2023 by renholding

Today [February 15], the Commission is considering a proposal to expand and enhance the role of qualified custodians when registered investment advisers custody assets on behalf of their investors. I support this proposal because, in using important authorities Congress granted …

SEC Chair Gensler Addresses New Rules on the Settlement Cycle

By Gary Gensler February 16, 2023 by renholding

Today [February 15], the Commission is considering whether to adopt amendments to important features of the clearing and settling process. I support this adoption because it will reduce latency, lower risk, and promote efficiency as well as greater liquidity in

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Profiting from Rival Firms’ Cyberattacks

By Jun-Koo Kang, Jungmin Kim and Fangbo Si February 15, 2023 by renholding

In a recent case, the Securities and Exchange Commission (SEC) pursued an unconventional form of insider trading involving Medivation Inc., an oncology-focused biopharmaceutical firm and one of its former, senior executives. According to the SEC, the executive  profited from trading …

Skadden Discusses What New SEC Insider Trading Rules Mean for Directors

By Katherine D. (Kady) Ashley, Anita B. Bandy, Raquel Fox, Marc S. Gerber, Shalom D. Huber and Caroline S. Kim February 15, 2023 by renholding

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules will require directors, executives and other …