Columbia Law School
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In November 2019, we met with senior representatives of the four largest U.S. audit firms, including certain of their network representatives, to discuss audit quality across their global networks and certain of the challenges faced in auditing public companies with
SEC
Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary
The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …
Petition for Rulemaking on Short and Distort
Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles. But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …
Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures
On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements evidence some debate within the SEC on this topic, which has attracted considerable recent …
SEC Commissioner Peirce Offers Proposal to Fill Gap Between Regulation and Decentralization
I appreciate the opportunity to be with all of you today. Before beginning, I have to remind you that the views I express are my own and do not necessarily represent those of the Securities and Exchange Commission or my
Recent Trends in SEC Penalties Against Public Companies
Over the past 20 years, civil penalties have become an increasingly important part of the SEC’s enforcement program. The agency frequently imposes large monetary penalties, highlights those penalties in press releases, and touts them in end-of-year statistics. Civil penalties are …
Law Professors Urge SEC to Revise Proxy Adviser Proposal
We write as legal scholars and economists who conduct research and teach in areas of corporate law, securities law, and administrative law. In addition, one of us has previously worked at the Securities and Exchange Commission (“Commission”) as a financial …
Insider Trading and Undisclosed SEC Probes
The U.S. Securities and Exchange Commission (SEC) has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. SEC investigations and enforcement actions play a critical role in carrying out each of these objectives. …
SEC Chair Clayton on Proposed Amendments to Volcker Rule and Disclosure Items
Volcker Rule
Today, the Commission joined the Federal Reserve, OCC, FDIC and CFTC in proposing additional amendments to the implementing regulations under section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule.”[1] The proposed amendments,
Davis Polk Offers Financial Institutions Enforcement Update
To assist legal and compliance officers of financial institutions, this memorandum summarizes key recent developments in criminal prosecutions and regulatory enforcement actions involving financial institutions during November and December 2019.
Among the significant matters and trends:
- The last two months
Wachtell Lipton Discusses Mergers and Acquisitions—2020
Despite ebbs and flows of global economic uncertainty, M&A activity remained robust in 2019. Total deal volume reached $4 trillion globally, a slight decrease from the $4.1 trillion volume in 2018, but higher than the $3.5 trillion in 2017. The …
SEC Chair Clayton Speaks at Inaugural Meeting of Asset Management Advisory Committee
I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”[1] I apologize that I am not there to speak to you in
Skadden Discusses Proposed SEC Amendments to Auditor Independence Rules
On December 30, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to its auditor independence requirements. Comments on the proposed amendments will be due 60 days after publication in the federal register, meaning comments likely will be due …
Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings
As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …
SEC Chair Clayton Addresses Proposed Order on Access to Equity Market Data
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue for public comment a Proposed
SEC Commissioner Jackson Issues Statement on Reforming Stock Exchange Governance
Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in …
SEC Commissioner Lee on Proposed Order for Equity Market Data Plans
I want to start by thanking Chairman Clayton, Director Redfearn, and our dedicated staff for their work over the past couple of years to address some of the more complex and conflicted areas of equity market structure such as the …
SEC Commissioner Roisman Addresses Proposed Order on Equity Market Data Plans
Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a
Chairman Clayton Delivers Statement at Open Meeting of SEC
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.
Today, we have six items on the agenda. As I’ve remarked in the past, we must efficiently allocate the
The Effects of Mandatory Disclosure Rules on Hedge Fund Governance
In a new paper, I add to the debate over hedge fund regulation by introducing empirical evidence that hedge fund registration requirements reduce misreporting. Using three alternating changes in hedge fund regulation, my study finds consistent evidence that registration reduces …