Sky Blog
Last year, the U.S. Securities and Exchange Commission (SEC) proposed ambitious rules relating to artificial intelligence (AI) that have drawn significant commentary and criticism. While it is unlikely that any changes in the law are imminent, other initiatives by the …
On February 13, the U.S. Treasury, Financial Crimes Enforcement Network (“FinCEN”) proposed1 (the “Proposed Rule”) to apply affirmative anti-money laundering and countering-the-financing-of-terrorism (“AML/CFT”) program obligations as prescribed by the Bank Secrecy Act (the “BSA…
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in business combination transactions involving SPACs (de-SPACs). …
Scarlett Johansson played
Many claims have been made about the current pace of SEC rulemaking, some inconsistent with reality. The U.S. Chamber of Commerce, for example, has claimed that under Chair Gary Gensler the SEC launched an “unprecedented” “barrage of rulemaking.”[1] A …
On February 6, 2024, the SEC adopted by a 3-2 vote a set of final rules that “further define” terms used in the statutory definition of “dealer,” adjusting the “dealer-trader” distinction in a way that could significantly expand the scope …
Today [February 8], the Commission voted to adopt amendments to Form PF, an important reporting tool whereby the Commission and the Financial Stability Oversight Council (FSOC) receive reporting from private fund advisers. I am pleased to support the adoption because
Managers have strong incentives to present a favorable image of their companies to investors, analysts, and the public, raising concerns about the credibility of voluntary disclosures. These concerns are particularly severe for unaudited forward-looking disclosures because they are often qualitative …
On January 16, 2024, the Securities and Exchange Commission announced a settled enforcement action against JP Morgan Securities, LLC (“JPMS”) for violating Rule 21F-17(a) of the Securities Exchange Act of 1934.[1] Like other recent 21F-17(a) cases brought by the …
Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.
In October 2022, the SEC adopted the final clawback rule mandated by the Dodd-Frank Act …
Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …
Today [January 30], the Commission denied a Petition for Rulemaking[1] to amend Rule 202.5(e), more commonly known as the Commission’s no-admit/no-deny policy. I was pleased to support the Commission’s decision.
The Commission’s no admit/no deny policy was adopted in
I dissent from the Commission’s denial of a petition to amend Rule 202.5(e), our so-called gag rule.[1] This de facto rule follows from the Commission’s enforcement of its policy, adopted in 1972, that it will not “permit a defendant
Today [January 24], the Commission considers a lengthy adopting release of nearly 600 pages that extensively describes numerous disclosure, dissemination, forward looking statement, liability, and accounting provisions purportedly designed to advance investor protection and facilitate capital formation for special purpose …
Illegal insider trading is the weird Barbie of securities regulation, a concept that, like the movie-version of the doll, has been pushed and pulled and misshapen over time. It started with the notion that trading securities of a company based …
I am honored to be delivering the Alan B. Levenson Keynote Address before so many distinguished securities law practitioners. Alan’s legacy and work at the Commission staff still resonates on the securities industry and market participants today.
Alan served as
Company insiders will typically possess material non-public information (MNPI) about their companies. To allow them to trade, the SEC in 2000 adopted Rule 10b5-1, which provides an affirmative defense to insider trading liability if the trades are made pursuant to …