Columbia Law School
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Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.”[1] If we adopt the
SEC
SEC Investment Management Chief Speaks on Doing Investment Companies Well
Good morning. Thank you, Eric, for your kind introduction. I appreciate the ICI’s invitation and I hope – if you decide ever to renew it – that I’ll be able to join you all in person someday.
Please allow me,
Unpacking the SEC’s Climate-Related Disclosures: A Quick Tour of the Issues
[Editor’s Note: We present this and the following two pieces as a symposium on the U.S. Securities and Exchange Commission’s proposed climate-disclosure rules released on March 21, 2022.]
After a considerable delay, the SEC finally told us last week in …
Is Now the Right Time to Mandate Costly Climate Disclosure?
In August 2021, the United Nations Intergovernmental Panel on Climate Change (“IPCC”) found that “unless there are immediate, rapid and large-scale reductions in greenhouse gas emissions, limiting warming to close to [the Paris Agreement’s goal of] 1.5°C or even 2°C …
Will It Float?: The Legitimacy of the SEC’s Authority for Climate Risk Disclosures
On March 21, 2022, the SEC formally launched one of the most significant initiatives ever taken in its nearly 90-year history: proposals for disclosure of climate-related risks. (SEC, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Sec. Act. Rel. …
“Shadow Trading” Becomes Insider Trading
On January 14, 2022, the U.S. District Court in San Francisco denied a motion to dismiss charges filed by the Securities and Exchange Commission under an expansive new theory of insider trading liability. In a matter of first impression, the …
SEC Chair Gensler Speaks on Removal of Credit-Ratings References from Reg M
Today [March 24], the Commission voted to propose removing references of credit ratings from Rules 101 and 102 of Regulation M (Reg M). I was pleased to support today’s proposal because, if adopted, it would fulfill a mandate issued by
Sullivan & Cromwell Discusses SEC’s Proposed New Cybersecurity Risk-Management Rules for Investment Advisers and Firms
On February 9, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 (Commissioner Peirce dissenting[1]) to propose cybersecurity risk management rules and amendments for registered investment advisers, registered investment companies and business development companies (the …
The SEC’s September Enforcement Spike
The Securities and Exchange Commission (SEC) periodically reports on its performance to the public and Congress, emphasizing metrics such as the number of enforcement actions (“cases”) filed (see, e.g., SEC, 2018, 2020). Former co-directors of the Division of Enforcement acknowledge …
SEC Chair Gensler on Proposed Mandatory Climate Risk Disclosures
Today [March 21], the Commission is considering a proposal to mandate climate-risk disclosures by public companies. I am pleased to support today’s proposal because, if adopted, it would provide investors with consistent, comparable, and decision-useful information for making their investment
SEC Commissioner Peirce Criticizes Proposed Mandatory Climate Risk Disclosures
Thank you, Chair Gensler. Many people have awaited this day with eager anticipation. I am not one of them. Contrary to the hopes of the eager anticipators, the proposal will not bring consistency, comparability, and reliability to company climate disclosures.
The SEC’s Proposed Cyber 8-K Disclosure
Cleary Gottlieb Discusses SEC’s Proposed Changes to Beneficial Ownership Reporting
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G.[1] The principal changes would:
- accelerate
The “S” in ESG: Human Capital Management
Over the past decade, ESG has morphed from a fringe concern into one of the most prominent topics in corporate governance – and a flourishing research area as well.[1] Nevertheless, some notable blindspots remain. Based on a recent survey, …
Stakeholder Capitalism as ESG-Constrained Shareholder Capitalism
Intense debates are alive and well on the nature and meaning of corporate purpose and corporate personhood. In a new paper, I analyze proposals by the U.S. Securities Exchange Commission to require that all reporting companies make periodic, mandatory …
SEC Chairman Gensler Speaks Before the Investor Advisory Committee
It’s good to be back with the Investor Advisory Committee (IAC) again. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff.
I’d like to
SEC Chairman Gensler Speaks on Proposal for Mandatory Cybersecurity Disclosures
Today [March 9], the Commission is considering a proposal to mandate cybersecurity disclosures by public companies. I am pleased to support this proposal because, if adopted, it would strengthen investors’ ability to evaluate public companies’ cybersecurity practices and incident reporting.
SEC Commissioner Peirce Dissents on Cybersecurity Proposal
Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago,[1] or public companies, as we are doing today [March 9]—is, …
Davis Polk Offers Update on SEC’s New Investment-Management Rules and Lawsuits
Rules and regulations
SEC proposes expanded cyber oversight after Gensler signals more on the way
The Securities and Exchange Commission (SEC) proposed new cybersecurity rules for investment advisers and investment companies that would require policies and procedures, annual reviews, reporting …
The Most Dangerous Branch: Is the Supreme Court Dismantling the Administrative State?
At first glance, the question posed above may sound slightly paranoid. Still, sometimes a measure of paranoia may be justified. In any event, this column is less a prediction of the future than a review of what is actually happening, …