Corporate Venture Capital, Disclosure, and Financial Reporting

By Sophia J.W. Hamm, Michael J. Jung and Min Park May 21, 2021 by renholding

In a new paper, we examine firms’ corporate venture capital (CVC) investing from a disclosure and financial reporting perspective. CVC refers to minority equity investments made by established, publicly-listed firms in privately-held entrepreneurial ventures. CVC investing differs from pure venture …

SEC Chair Gensler Speaks at FINRA Annual Conference

By Gary Gensler May 21, 2021 by renholding

Good afternoon. I want to thank the Financial Industry Regulatory Authority and Robert [Cook] for hosting me as part of this week’s conference.[1] I’ve known Robert since he joined the SEC to lead the Trading and Markets Division and

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Is Everything Securities Fraud?

By Emily Strauss May 19, 2021 by renholding

Securities litigation is almost inevitable for any public company. Often, investors sue because the firm’s managers engaged in fraud that directly harmed the shareholders – say, by doctoring the firm’s financials or lying about known business prospects. However, shareholders also …

Cahill Gordon Discusses SEC Rules Under Holding Foreign Companies Accountable Act

By Geoffrey E. Liebmann and Michael A. Chaia May 19, 2021 by renholding

The Securities and Exchange Commission (the “SEC”) has adopted interim final rules^[1] to implement the Congressionally-mandated document submision and disclosure requirements of the Holding Foreign Companies Accountable Act (the “HFCA Act”), which became effective on May 5, 2021.

The …

Mind the (Data) Gaps: SEC Commissioner Speaks at Conference on Financial Market Regulation

By Caroline A. Crenshaw May 17, 2021 by renholding

Before I begin my remarks, I need to mention that the views that I express today are my own and do not necessarily reflect the views of the Commission or its staff.

To start, I want to note that I

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Skadden Discusses SEC and ESG Disclosure

By Brian V. Breheny, Raquel Fox, Marc S. Gerber and Neil P. Stronski May 13, 2021 by renholding

During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should therefore be disclosed) if there is a …

How Financial Misconduct by Institutional Investors Affects Corporate Social Responsibility

By Samuel B. Bonsall, Babak Mammadov and Blerina Bela Zykaj May 6, 2021 by renholding

In recent years, institutional investors have publicly voiced their support for firms’ corporate social responsibility (CSR) activities. Most notably, Larry Fink, the CEO of BlackRock— the largest institutional investor in the world, with over $7 trillion in assets under management—sent …

Skadden Discusses Closer Scrutiny of Corporate Conduct Under Biden

By Gary DiBianco, Andrew M. Lawrence, Jessie K. Liu, Colleen P. Mahoney and Jocelyn E. Strauber May 6, 2021 by renholding

The Biden administration is widely expected to be tougher on corporate wrongdoing than its predecessor. Although there have not yet been significant changes to existing policies, key nominations to date and early enforcement initiatives signal close scrutiny of corporate conduct …

Extraterritorial Reach of U.S. Crypto Regulation by the SEC

By Carol Goforth April 27, 2021 by renholding

In 2008, the world ushered in the blockchain era[1] with a whitepaper posted pseudonymously in an online discussion of cryptography under the name “Satoshi Nakamoto.”[2] That paper formed the foundation for Bitcoin, the first blockchain-hosted cryptoasset,[3] a …

Why Board Diversity and the Nasdaq Rule Requiring It Make Sense

By Richard W. Painter April 26, 2021 by renholding

In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve a new boardroom diversity rule.[1] The aim is for most Nasdaq-listed companies to have at least one director self-identifying as a woman and another self-identifying as …

The New Separation of Ownership and Control: Institutional Investors and ESG

By Paul G. Mahoney and Julia D. Mahoney April 20, 2021 by renholding

In recent weeks, the Securities and Exchange Commission (SEC) has devoted considerable attention to environmental, social and governance, or ESG, matters. It has requested public comment on climate disclosure proposals, appointed a senior policy advisor for climate and ESG, and …

Taming Unicorns

By Matthew Wansley April 15, 2021 by renholding

Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …

O’Melveny & Myers Discusses the Legal Challenges of NFTs

By Heather J. Meeker, Laurel Loomis Rimon, Eric Sibbitt and Braddock Stevenson April 14, 2021 by Nisha Chandra

Non-Fungible Tokens, or NFTs, are big news these days. After an NFT for a piece of digital art by the artist Beeple (Mike Winkelmann) sold for $69 million in March 2021―making it the third-most expensive artwork by a living …

SEC Speaks on Accounting and Reporting Considerations for SPAC Warrants

By John Coates and Paul Munter April 13, 2021 by renholding

In a recent statement,[1] Acting Chief Accountant Paul Munter highlighted a number of important financial reporting considerations for SPACs.[2] Among other things, that statement highlighted challenges associated with the accounting for complex financial instruments that may be common

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SPACs, IPOs, and Liability Risk Under the Securities Laws

By John Coates April 12, 2021 by renholding

Over the past six months, the U.S. securities markets have seen an unprecedented surge in the use and popularity of Special Purpose Acquisition Companies (or SPACs).[1],[2] Shareholder advocates – as well as business journalists and legal and

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Cravath Discusses Board and Management Responses to ESG Considerations

By John W. White, Matthew Morreale and Michael Arnold April 8, 2021 by Nisha Chandra

Environmental, social and governance, or “ESG”, considerations are seemingly ubiquitous in the current financial, corporate and regulatory landscape. In parallel with the socio-economic upheaval of 2020 and a continuing academic debate around corporate purpose and the efficacy and forms of …

Quinn Emanuel Discusses SPAC Litigation Risks

By Christopher D. Kercher, Ellison Ward Merkel, R. Brian Timmons and Robert Schwartz April 2, 2021 by Nisha Chandra

Special purpose acquisition companies, or SPACs, took 2020 by storm, with nearly 250 SPACs raising around $83 billion through initial public offerings (“IPOs”)—more than the previous five years combined.[1] The SPAC boom has only accelerated in 2021, with over 200 …

SEC’s Acting Chief Accountant Discusses Reporting and Auditing Issues for Companies Merging with SPACs

By Paul Munter April 1, 2021 by renholding

In recent years, we have seen significant market developments and innovation in our capital markets, with a variety of structures being utilized to raise capital and facilitate taking private companies public.[1]

The U.S. capital markets are often described as

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Regulating SPACs — Before It’s Too Late

By Georges Ugeux March 31, 2021 by renholding

Although it has been used in the past, the resurgence of the Special Purpose Acquisition Company (SPAC) has been spectacular in the last two years. According to its promoters, a SPAC offers relatively easy access to a listing on a …

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