O’Melveny & Myers Discusses the SEC’s Most Recent No-Action Letter on Digital Assets

By Eric Sibbitt, Robert Plesnarski and Sydney Ryan December 7, 2020 by Nisha Chandra

On Wednesday, November 18, 2020, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC” or the “Commission”) took another step forward for crypto regulation by granting a no-action letter to IMVU, Inc. …

Morgan Lewis Discusses SEC Guidance on Disclosure for China-Based Issuers

By Sean M. Donahue and David A. Sirignano December 3, 2020 by renholding

The SEC Division of Corporation Finance has provided its views regarding certain disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China.

The US Securities and Exchange Commission (SEC) recognizes the …

Biden and the SEC: Some Possible Agendas

By John C. Coffee, Jr. December 2, 2020 by renholding

This is the gossip season, and almost everyone has heard a rumor about who will be the next chair of the SEC. Although I was interviewed by the Biden transition team (for my views, not as a candidate), my sources …

Financial Regulators Offer Update on Audit Quality in Emerging Markets

By Jay Clayton, Sagar Teotia and William D. Duhnke III November 25, 2020 by renholding

Over the past several years, the exposure of U.S. investors and our capital markets to companies with significant operations in emerging markets, including China, has increased.[1] This increased exposure carries with it a number of significant risks and challenges,

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Crypto-Enforcement Around the World

By Douglas S. Eakeley and Yuliya Guseva November 24, 2020 by renholding

The market for cryptoassets is burgeoning, as distributed ledger technology transforms capital and financial markets. With the extraordinary growth in the crypto-markets comes the need for regulation to promote efficiency, capital formation, and innovation while protecting investors. With the need …

Enforcement Against the Biggest Banks

By David Zaring November 23, 2020 by renholding

My article, Enforcement Against the Biggest Banks, takes a census of the hundreds of enforcement actions by American regulators against the world’s largest banks between the passage of Dodd-Frank in July 2010 and December 31, 2016, near the end …

Chairman Clayton Speaks on Putting Principles into Practice: the SEC from 2017-2020

By Jay Clayton November 20, 2020 by renholding

It is wonderful to be back with the Economic Club of New York. You are a sophisticated, experienced, outcome-oriented, tough and fair audience, interested in economic and wage growth and improving our society more generally. Just the way it should

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Beyond “Going Dark:” The SEC’s 13F Proposal and Hedge Fund Activism

By Alexander Platt November 4, 2020 by renholding

This past summer, the Securities and Exchange Commission (SEC) proposed eliminating quarterly disclosures for 90 percent of institutional investment managers by raising the reporting threshold under Section 13F of the Exchange Act from $100 million to $3.5 billion. The proposal …

SEC Chair Speaks on Simplifying Exempt Offering Framework

By Jay Clayton November 3, 2020 by renholding

Today [November 2] we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The recommended amendments reflect a

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SEC Chair Clayton Speaks on Regulations for Funds’ Use of Derivatives

By Jay Clayton October 29, 2020 by renholding

Today [October 28], we are considering a new rule to provide an updated and comprehensive regulatory framework for the use of derivatives by registered investment funds, including mutual funds and exchange traded funds (ETFs). I have spoken before on the

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SEC Officials Issue Joint Statement on Complex Financial Products and Retail Investors

By Jay Clayton, Dalia Blass, William Hinman and Brett Redfearn October 29, 2020 by renholding

Retail investors have a wide array of investment options available to them, including an increasing number and type of investment products that are more complex than conventional stock and bond investments.[1] These complex products may be exchange-traded or sold

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SEC Chairman Clayton Addresses Regulation Best Interest and Form CRS

By Jay Clayton October 28, 2020 by renholding

Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS.[1] We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the

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The Deterrent Effect of Whistleblowing on Insider Trading

By Jacob Raleigh October 23, 2020 by renholding

One of the many significant reforms enacted in The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 was the creation of a whistleblower bounty program within the SEC. The program increased monetary rewards for whistleblowing and provided protections …

Davis Polk Discusses SEC Rebuke Over Stock Buybacks Under 10b5-1 Plan

By Maurice Blanco, Robert Cohen, Joseph Hall, Michael Kaplan and Richard Truesdell October 22, 2020 by renholding

On October 15, the SEC announced a settlement stemming from a company’s series of stock buybacks undertaken pursuant to a Rule 10b5-1 plan. Although the SEC concluded that the company initiated the 10b5-1 plan at a time when it possessed …

How SEC Enforcement Affects Insider Leakage

By Sid Ghoshal, Martin Bengtzen and Stephen Roberts October 20, 2020 by renholding

In 2012, Mary L. Schapiro, the chairwoman of the Securities and Exchange Commission, argued that market participants had “short memories” and that the SEC as a result had to take regular enforcement actions “so that people don’t forget that they …

Latham & Watkins Discusses SEC Proposal of Safe Harbor Framework for Unregistered Finders

By Dana G. Fleischman, Stephen P. Wink, Gail S. Neely, Naim Culhaci and Deric Behar October 20, 2020 by renholding

On October 7, 2020, the US Securities and Exchange Commission (SEC) issued a Notice of Proposed Exemptive Order Granting Conditional Exemption from the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of …

Cleary Gottlieb Discusses Why Second Circuit Should Abandon “Core Operations” Doctrine

By Jared Gerber, Kayla Rooney and Brad Lenox October 13, 2020 by renholding

In the Private Securities Litigation Reform Act of 1995, Congress imposed heightened pleading standards on securities fraud claims in order to discourage the filing of unmeritorious litigation.[1] Key among these standards are the dual requirements that a complaint “state …

SEC Chair Speaks on FY 2020 Results

By Jay Clayton October 9, 2020 by renholding

Thank you, Stephanie [Avakian], for that kind introduction. I am pleased that this annual event can continue in our new virtual environment. Thank you all for taking the time to participate today and for your continued interest in the work

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Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism

By Frederick Alexander October 8, 2020 by renholding

On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …

An Important and Timely Book: John C. Coffee, Jr.’s Corporate Crime and Punishment

By Joel Seligman September 30, 2020 by renholding

During the last 15 years, a consequential U-turn occurred in federal white-collar criminal enforcement. Federal enforcement of white-collar crimes all but collapsed in the period of 2000 to 2007. In the first 11 months of 2008, the SEC prosecuted 133 …

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