SEC Director of Investment Management Speaks at PLI

By William A. Birdthistle July 27, 2022 by renholding

Good afternoon. Thank you, Paulita and Rajib, for your gracious invitation and kind welcome to this year’s program on current issues and trends in Investment Management.[1] As I suspect many of you know – and as the spring regulatory …

SEC Enforcement Chief Testifies Before U.S. House Committee on Financial Services

By Gurbir Grewal July 26, 2022 by renholding

Thank you for inviting me to testify today on behalf of the Division of Enforcement (“Enforcement” or the “Division”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”).

Since its founding more than 85 years ago, the SEC

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Davis Polk Discusses SEC’s Final Rules on Proxy Advisory Firms

By Ning Chiu, Nicole Brookshire, Joseph A. Hall, Michael Kaplan and Richard D. Truesdell Jr. July 21, 2022 by renholding

When the SEC adopted the rules governing proxy advisory firms two years ago, then-Chair Clayton emphasized that the rules were “the fruits of a rigorous and well-functioning rulemaking process where final rules reflect and benefit from the input of a …

What Are NFTs and Why Are They So Controversial?

By Aarthi Anand July 19, 2022 by renholding

Nonfungible token (NFT or Token) was the word of the year in 2021, as NFT sales exceeded $4 billion in monthly trading volume in January 2022 after generating more than $23 billion in sales in 2021. Celebrities including musicians Eminem…

SEC Chair Gensler Addresses Proposed Amendments to Rule 14a-8, Proxy-Voting Advice Rules

By Gary Gensler July 14, 2022 by renholding

Today [July 13], the Commission will consider proposed amendments to Rule 14a-8 that would provide greater certainty as to the circumstances in which companies are able to exclude shareholder proposals from their proxy statements. I am pleased to support the …

How SPACs Disable Indirect Investor Protection

By Holger Spamann and Hao Guo July 11, 2022 by renholding

Special Purpose Acquisition Companies (SPACs) are a trap for unwary investors. In standard public equity securities, even the most naïve investor is protected, first, by the market price – you pay only for what you get – and, second, by …

FTI Law Discusses Accountability at the SEC Enforcement Division

By John Joy July 11, 2022 by renholding

Whistleblower Frances Haugen recently reported Facebook to the U.S. Securities and Exchange Commission (SEC) for allegedly fraudulent statements Facebook made to investors. Millions of people all over the world tuned in to hear Haugen testify before Congress about the wrongdoing …

SEC Commissioner Peirce Discusses Chief Compliance Officer Liability

By Hester M. Peirce July 8, 2022 by renholding

I write in support of the settled administrative proceeding against Hamilton Investment Counsel LLC (“HIC”) and Jeffrey Kirkpatrick.[1] Because Mr. Kirkpatrick was both a principal and the chief compliance officer (“CCO”) of HIC, the action against him merits close

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Reimagining Board Committees to Accommodate Worker Voice

By Douglas K. Chia July 5, 2022 by renholding

Employees at U.S. public corporations have increasingly demanded that their concerns be heard at the very senior levels of management. If current trends continue, boards of directors could also be challenged to accommodate “worker voice” more formally. Rather than being …

Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed

By Jeffrey N. Gordon June 28, 2022 by renholding

Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act. As I explained in a recent comment letter to the SEC, the …

The Lummis-Gillibrand Responsible Financial Innovation Act

By Joel Seligman June 27, 2022 by renholding

On June 10, 2022, U.S. senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced S. 4356, their Responsible Financial Innovation Act, to transfer most regulation of cryptoproducts to the Commodity Futures Trading Commission (CFTC}, essentially ousting the SEC, presumably perceived …

SEC Commissioner Peirce Criticizes Regulatory Flexibility Agenda

By Hester M. Peirce June 24, 2022 by renholding

Chair Gensler’s Regulatory Flexibility Agenda [1] for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away

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Corporate Criminal Liability for ESG Initiatives Is on Its Way

By J.S. Nelson June 23, 2022 by renholding

The Securities and Exchange Commission (“SEC”) has signaled that it wants to increase enforcement against “greenwashing” – misrepresentation of a company’s environmental actions. It is not yet clear, though, whether these enforcement efforts will expand the risk of corporate criminal …

Skadden Discusses Senate Bill to Create Regulatory Structure for Crypto and Other Digital Assets

By Alexander C. Drylewski, Nathan W. Giesselman, Stuart D. Levi, Daniel Michael, Bao Nguyen and Andrew R. Beatty June 23, 2022 by renholding

In recent years, innovation in the blockchain or “Web3” space has been impacted by uncertainty on the regulatory front. Undoubtedly, the greatest area of uncertainty has involved the Securities Exchange Commission (SEC) and its application of the so-called Howey test …

ISS Discusses Global Crackdown on ESG Greenwashing

By Thomas Harding, William Cowper, Karina Karakulova and Manpreet Singh Sandhu June 22, 2022 by renholding

The meteoric global rise of ESG investing is increasingly being met with an equally ambitious regulatory disclosure regime, and, targeting greenwashing, policymakers are beginning to bare their teeth. In the latest salvo, on 25 May the US Securities and Exchange …

SEC Chair Gensler Issues Statement on Request for Comment on “Information Providers”

By Gary Gensler June 17, 2022 by renholding

Today [June 15], the Commission voted to issue a request for comment to help determine which “information providers,” such as index providers, model portfolio providers, and pricing services, might come under the Commission’s definition of an investment adviser. The role …

Sullivan & Cromwell Discusses SEC Amendments Requiring Electronic Filing

By Bob Reeder, Bradford Olson, Cathy Clarkin, Bob Downes and Sarah Payne June 15, 2022 by renholding

On June 2, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments[1] to Regulation S-T, the Securities and Exchange Act of 1934 (the “Exchange Act”) and certain forms, including Forms 144, to mandate the electronic filing or submission …

Debevoise Discusses Shareholder Climate Activism and 401(k) Plans

By Alison Buckley-Serfass, Jonathan Lewis, Simone Hicks, Eric Juergens and Ulysses Smith June 13, 2022 by renholding

In December 2021, As You Sow, a non-profit foundation promoting environmental and social corporate responsibility, filed shareholder proposals on behalf of Amazon.com and Comcast Corporation shareholders for action at each of their 2022 annual meetings. The Amazon proposal and …

SEC Chair Gensler Speaks Before Investor Advisory Committee

By Gary Gensler June 10, 2022 by renholding

Good morning. It is great to join the Investor Advisory Committee (IAC) today. 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 Securities and Exchange Commission

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