SEC

Orrick Discusses SEC’s Recent Whistleblower Program Amendments

By Mike Delikat, Renee B. Phillips and Michael Disotell February 8, 2021 by snehapandya

On January 13, 2021, prominent whistleblower attorney and a principal architect of the Dodd-Frank Act whistleblower program, Jordan A. Thomas, filed a complaint against the U.S. Securities and Exchange Commission (“SEC” or “Commission”) seeking a declaratory judgment that certain …

Latham & Watkins Looks Back at Digital Asset Regulation in 2020

By Stephen P. Wink, Todd Beauchamp, Yvette D. Valdez, Eric S. Volkman, Adam Bruce Fovent and Deric Behar February 5, 2021 by renholding

Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …

A Reddit Rebellion in the Robinhood Era

By Joshua Mitts February 1, 2021 by renholding

For over a decade, hedge funds and other sophisticated traders have taken advantage of ordinary Americans who sought to share in the rewards of entrepreneurship and economic growth by investing in public companies.  My research has identified tens of billions …

Addressing ESG in 2021: Who Is in Charge?

By Samuel G. Liss January 29, 2021 by renholding

Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …

Latham & Watkins Discusses Digital Asset Regulations of 2020

By Stephen P. Wink, Todd Beauchamp, Yvette D. Valdez, Eric Volkman, Adam Bruce Fovent and Deric Behar January 29, 2021 by Nisha Chandra

Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …

The Backlash Against Chinese-Company Listings on U.S. Exchanges Has a Long History

By Georges Ugeux January 25, 2021 by renholding

The reach of American law has recently entered familiar territory: listings of international companies on U.S. exchanges. Yet the listings of Chinese companies have in particular prompted a backlash. I want to shed some light on the situation – and …

How Material Are Disclosures in Annual Reports?

By Jenna D’Adduzio January 22, 2021 by renholding

The Financial Accounting Standards Board (FASB) and the Securities Exchange Commission (SEC) (collectively, “regulators”) have expressed concern over “disclosure overload,” or the concern that the sheer volume of disclosure in annual reports makes it difficult for investors to identify and …

The Index-Fund Dilemma: An Empirical Study of the Lending-Voting Tradeoff

By Edwin Hu, Joshua Mitts and Haley Sylvester January 19, 2021 by renholding

The future of corporate stewardship – and therefore corporate governance – rests in the hands of a few large institutional investors.[1] Questions of whether these funds have the necessary incentives to pursue stewardship have set off an explosion of …

Goodwin Procter Discusses SEC Statement on Custody of Digital Asset Securities

By Nicholas J. Losurdo, Peter W. LaVigne and Jana Steenholdt January 13, 2021 by Nisha Chandra

Christmas came early for many in the digital asset community by way of a statement from the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on December 23, 2020 that grants relief in the area of broker “custody” of digital …

Pandemic Disclosures: Covid-19 as a “Current Market Condition” for Mutual Funds

By Anne M. Tucker, Yusen Xia and Susan Navarro Smelcer January 5, 2021 by renholding

What constitutes a “current market condition” that mutual funds are required by SEC regulations to disclose? Current market condition risks arise because of changing market conditions that can affect investment performance.  For some U.S.-registered funds, Covid-19 is prompting …

Paul Weiss Discusses SEC Guidance on Disclosure by SPACs

By Mark S. Bergman, John C. Kennedy, Raphael M. Russo, and David Curtiss January 5, 2021 by renholding

The Staff of the Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies (available here). This guidance highlights disclosure considerations for SPACs at both the IPO and business combination stages, with a …

Securities Regulation in Cryptoasset Markets: A Cost-Benefit Analysis

By Yuliya Guseva January 4, 2021 by renholding

Rapid technological innovation over the past five years has created unprecedented opportunities for entrepreneurs – often outside the world of traditional finance and capital markets. Cryptoassets, for example, may prove to be socially beneficial tools for enabling entrepreneurs to more …

Chairman Clayton’s Farewell to the SEC

By Jay Clayton December 24, 2020 by renholding

I recently submitted a letter to President Donald J. Trump informing him that today, December 23, 2020, will be my last day as Chairman of the Securities and Exchange Commission.  The text of the letter is included below.

I again

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Paul Weiss Discusses Defense Spending Bill With Provisions Expanding SEC Disgorgement

By Brad S. Karp, Susanna M. Buergel, Jane B. O’Brien, Walter Rieman and Daniel S. Sinnreich December 22, 2020 by renholding

On December 11, 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021, H.R. 6395 (the “NDAA”). The $740.5 billion bill includes language amending the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the SEC with …

Weil Gotshal Discusses Supreme Court’s Upcoming Class Certification Case

By Joseph S. Allerhand, Stacy Nettleton and Joshua M. Glasser December 21, 2020 by Nisha Chandra

On Friday night, December 11, 2020, tucked below its order denying Texas’s bid to overturn the results of the Presidential election, the U.S. Supreme Court agreed to review what petitioners Goldman Sachs Group, Inc. and its former top executives (“Goldman”) …

Paul Weiss Discusses SEC Proposal to Permit Offering Gig Workers Equity Compensation

By Mark S. Bergman, Brian M. Janson, John C. Kennedy, Jean M. McLoughlin and Lawrence I. Witdorchic December 18, 2020 by Nisha Chandra

The SEC has proposed amendments that would permit, for a temporary five-year trial period, companies to offer equity compensation to “platform workers” (gig economy workers who provide services by means of an internet or other technology based marketplace platform) under …

SEC Chair Speaks on Resource Extraction Disclosure Rules

By Jay Clayton December 17, 2020 by renholding

Today [December 16], we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act.  In 2010, Section 1504 added Section 13(q) to the Securities Exchange Act of 1934, which directed the Commission to

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A Tale of Two Enforcement Venues: Why the SEC’s Choice of Where to File Cases Matters

By Xin Zheng December 11, 2020 by renholding

The Dodd-Frank Act of 2010 allows the Securities and Exchange Commission (SEC) to bring enforcement actions and impose civil penalties in administrative proceedings as alternatives to federal district courts. Some argue that this gives the SEC a “home-court” advantage. For …

SEC Chairman Speaks on Revised Rules for Disseminating Market Data

By Jay Clayton December 10, 2020 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on December 9, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to adopt amendments to Regulation NMS to

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Insider Trading and Strategic Disclosure

By Joshua Mitts December 9, 2020 by renholding

With COVID-19 cases rising rapidly around the world, Pfizer’s announcement on November 9, 2020, that its coronavirus vaccine was highly effective in early trials offered a rare bright spot for the coming winter.[1] But the news was soon dampened …