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 …

Mandatory Corporate Climate Disclosures: Now, but How?

By John Armour, Luca Enriques and Thom Wetzer January 10, 2022 by renholding

Climate change is one of today’s most salient policy challenges. Under the Paris Agreement, 195 governments agreed to limit temperature increases to well below 2, preferably 1.5, degrees centigrade relative to pre-industrial levels. Since the magnitude of global warming is …

Does SEC Scrutiny Improve Mutual Fund Disclosures?

By Kai Du and Shuyang Wang January 5, 2022 by renholding

Millions of investors rely on the disclosures of U.S. registered mutual funds in making their investment decisions, but some of the most influential industry opinion leaders and legal scholars have criticized the quality of those disclosures. Like public companies, mutual …

ISS Discusses Shareholder Class Action Settlements in 2021

By Jeff Lubitz December 22, 2021 by renholding

As the world will soon reflect on two full years of living through the COVID pandemic, the pace of shareholder-related class action settlements continue to bring significant recoveries back to harmed investors.

In fact, according to ISS Securities Class Action

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Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

By Xinyi Mao December 17, 2021 by renholding

In September 2020, the Securities and Exchange Commission amended Rule 14a-8 of the Securities Exchange Act to increase the eligibility requirements for a shareholder to submit proposals.[1] Rule 14a-8, also called the shareholder proposal rule, governs when a company …

SEC Considers Amendments to Rule 10b5-1

By Reynolds Holding December 16, 2021 by renholding

It was a very busy day at the U.S. Securities and Exchange Commission yesterday, with the commission weighing in on several proposed rule changes. For starters, the commission considered proposed amendments to Rule 10b5-1 and new disclosure requirements designed to …

SEC Considers Proposed Money Market Fund Reforms

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered amendments to rules that govern money market funds. Commission Chairman Gary Gensler’s statement in support is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee, also …

SEC Considers Proposals to Enhance Buybacks Disclosure

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered proposals to enhance disclosure about stock buybacks. Commission Chairman Gary Gensler’s statement supporting the proposals is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee in …

SEC Considers Proposed Rules About Security-Based Swaps

By Reynolds Holding December 16, 2021 by renholding

On December 15, the U.S. Securities and Exchange Commission considered three proposed rules about the security-based swaps market. Commission Chairman Gary Gensler’s statement in support of the rules is available here. The statements of commissioners Caroline A. Crenshaw and Allison …

Skadden Discusses SEC’s Final Amendments Under Holding Foreign Companies Accountable Act

By Brian V. Breheny, Raquel Fox, Julie Gao, Kenneth W. Chase and Leo W. Chomiak December 15, 2021 by benzonenshayn

On December 2, 2021, the U.S. Securities and Exchange Commission (SEC) adopted final amendments implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act (HFCA Act). In addition, the adopting release establishes the SEC’s procedures for (i) …

SEC Chair Gensler Speaks on the Risks of SPACs

By Gary Gensler December 13, 2021 by renholding

Thank you for the kind introduction, Ty [Gellasch]. It’s great to be with the Healthy Markets Association.

As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow

…

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

SEC

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

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

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

SEC Commissioner Peirce Dissents on Proposal to Amend Regulation ATS

SEC Chair Gensler Speaks on Cybersecurity and Securities Laws

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

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

SEC Chair Gensler Speaks on How to Make Securities Regulation Dynamic

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

Informed Options Trading Before FDA Approves Drugs May Be Growing Problem

Mandatory Corporate Climate Disclosures: Now, but How?

Does SEC Scrutiny Improve Mutual Fund Disclosures?

ISS Discusses Shareholder Class Action Settlements in 2021

Heightened Eligibility Thresholds for Shareholder Proposals: Modernization or Voter Suppression?

SEC Considers Amendments to Rule 10b5-1

SEC Considers Proposed Money Market Fund Reforms

SEC Considers Proposals to Enhance Buybacks Disclosure

SEC Considers Proposed Rules About Security-Based Swaps

Skadden Discusses SEC’s Final Amendments Under Holding Foreign Companies Accountable Act

SEC Chair Gensler Speaks on the Risks of SPACs