Sullivan & Cromwell Discusses Reopened Comment Period for SEC’s Pay-Versus-Performance Disclosure Rule

By Marc Trevino, Heather L. Coleman, Jeannette E. Bander and Rebekah A. Kostelak February 14, 2022 by renholding

On January 27, 2022, the U.S. Securities and Exchange Commission (the “SEC”) reopened a 30-day comment period (beginning today) on proposed rules requiring registrants to disclose how executive compensation actually paid by a registrant relates to the financial performance of …

SEC Chair Gensler Speaks on Private Fund Advisers Proposal

By Gary Gensler February 11, 2022 by renholding

Today [February 9], the Commission is considering rules and amendments under the Investment Advisers Act to improve the efficiency, competition, and transparency of the activities of private funds’ advisers. I support this proposal because, if adopted, it would help investors

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SEC Commissioner Peirce Speaks on Private Fund Advisers Proposal

By Hester M. Peirce February 11, 2022 by renholding

Today’s [February 9] proposal represents a sea change. It embodies a belief that many sophisticated institutions and high net worth individuals are not competent or assertive enough to obtain and analyze the information they need to make good investment decisions

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SEC Commissioner Crenshaw Speaks on Private Fund Advisers Proposal

By Caroline A. Crenshaw February 11, 2022 by renholding

Investment advisers are their clients’ fiduciaries. This means that investment advisers are legally obligated to serve their client’s best interest.[1] This standard of conduct is not an aspirational goal. It must be meaningful and offer the real protections investors

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Wachtell Lipton Discusses What Mattered and What to Expect in White-Collar and Regulatory Enforcement

By John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders, Sarah K. Eddy and Carol Miller February 10, 2022 by renholding

The Biden administration has just completed its first full year in office, and the talk has been tough. New leadership at DOJ, the SEC, the FTC, the CFTC, and other regulatory and law enforcement agencies have issued statements and policy …

What ESG-Related Disclosures Should the SEC Mandate?

By Jonathan M. Karpoff, Robert Litan, Catherine M. Schrand and Roman L. Weil February 9, 2022 by renholding

The Financial Economist Roundtable (“FER”) met in July 2021 to discuss current efforts to measure and require disclosure of firms’ ESG activities.[1] The views of individual FER members about specific issues often differ, but the consensus was that financial …

SEC Chair Gensler Speaks to FSOC on Money Market Funds, Open-End Bond Funds, and Hedge Funds

By Gary Gensler February 8, 2022 by renholding

Thank you, Secretary Yellen, for focusing the Council’s attention on financial resiliency with regard to three key parts of our capital markets — particularly money market funds, open-end bond funds, and hedge funds.

The fund industry gives retail and institutional

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Davis Polk Discusses Developments in Regulation Related to Private Equity

By Gregory S. Rowland, Leor Landa, Michael S. Hong, Lee Hochbaum and Sarah E. Kim February 7, 2022 by renholding

Rules and regulations

SEC proposes amendments to bolster private fund reporting

On January 26, 2022, the Securities and Exchange Commission (SEC) voted to propose certain amendments to Form PF designed to facilitate the SEC’s oversight of private fund advisers and …

Do Firms Redact Information from Material Contracts to Conceal Bad News?

By Dichu Bao, Yongtae Kim and Lixin (Nancy) Su February 4, 2022 by renholding

The Securities and Exchange Commission (SEC) regulates and monitors companies to increase transparency and protect investors. The securities laws consider the companies’ interests and allow them to make requests to redact certain information in SEC filings and not publicly disclose …

Karmel’s Dissent: The SEC’s Use and Occasional Misuse of Reports of Investigation

By James J. Park January 28, 2022 by renholding

A small number of investigations by the Securities and Exchange Commission (SEC) end with the filing of a report rather than a complaint or administrative order. Section 21(a) of the Securities Exchange Act of 1934 authorizes the SEC “to publish …

Fintech SPACs Have Been Swimming Naked – and the Tide Is Going Out

By Todd H. Baker January 27, 2022 by renholding

Acorns Grow Inc., the financial technology and investing startup, said last week that it was abandoning its $2.2 billion merger with SPAC Pioneer Merger Corp., putting itself on the hook for a $17.5 million termination fee. Coming almost eight months …

SEC Chair Gensler Speaks on Rules Covering Government Securities Alternative Trading Systems

By Gary Gensler January 27, 2022 by renholding

Today [January 26], the Commission is considering amendments to include significant Treasury markets platforms within Regulation ATS. I support these amendments because, if adopted, they would help promote resiliency and greater access in the Treasury market. We’re also considering modernizing

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SEC Commissioner Peirce Dissents on Proposal to Amend Regulation ATS

By Hester M. Peirce January 27, 2022 by renholding

Events in the U.S. Treasury market (as well as the related repo market) over the past several years strongly suggest that the market for government securities suffers from inadequate levels of intermediation, liquidity, and transparency that in times of stress

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SEC Chair Gensler Speaks on Cybersecurity and Securities Laws

By Gary Gensler January 26, 2022 by renholding

Thank you. It’s good to be with the Annual Securities Regulation Institute. As is customary, I’d like to note that my remarks are my own, and I’m not speaking on behalf of the Commission or SEC staff.

As some of

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Climate-Risk Disclosures and “Dirty Energy” Transfers: “Progress” Through Evasion

By John C. Coffee, Jr. January 25, 2022 by renholding

At first glance, recent progress towards transparency in corporate climate-risk disclosures seems exceptional. Over 2,000 companies now publish annual reports showing their carbon emissions data (although most self-interestedly omit Scope 3 data). Many (including most recently ExxonMobil) have made a …

Latham & Watkins Discusses Stricter SEC Requirements for the Rule 10b5-1 Affirmative Defense

By Joel H. Trotter, Stephen P. Wink, Naim Culhaci and Deric Behar January 24, 2022 by renholding

On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set of proposed amendments (the Proposal) regarding the adoption of trading plans that qualify for the affirmative defense against liability for trading on the basis of material non-public …

SEC Chair Gensler Speaks on How to Make Securities Regulation Dynamic

By Gary Gensler January 21, 2022 by renholding

Thank you for the kind introduction. 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 share with you all that we

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It’s Time to Regulate Stablecoins as Deposits and Require Their Issuers to Be FDIC-Insured Banks

By Arthur E. Wilmarth, Jr. January 17, 2022 by renholding

In November 2021, the President’s Working Group on Financial Markets (PWG) issued a report analyzing the rapid expansion and growing risks of the stablecoin market.[1] Stablecoins are digital assets that claim to maintain a “stable” value with reference to …

Informed Options Trading Before FDA Approves Drugs May Be Growing Problem

By Zekun Wu, Paul Borochin and Joseph H. Golec January 11, 2022 by renholding

The Food and Drug Administration (FDA) appoints drug experts to drug advisory committees (ACs) that make approval or rejection recommendations for about half of all new drugs (usually the unique ones, such as Covid vaccines). The experts receive nonpublic technical …

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