Morrison & Foerster Discusses Investor Exits: U.S. Direct Listing Rules in Flux

By Amit Kataria, Brian Snyder and John Owen September 14, 2020 by renholding

Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States.

On August 26, 2020, the SEC approved …

Asking the Hard Questions: A Review of Prof. John Coffee’s New Book, Corporate Crime and Punishment

By Stephen J. Crimmins September 9, 2020 by renholding

Columbia Law Professor John C. Coffee, Jr.’s Corporate Crime and Punishment delivers a hard-hitting and provocative analysis of the securities law enforcement landscape and the choices that lie ahead. With SEC senior staff changes probable in any new administration, Coffee’s …

Insider Trading and Geographic Proximity: Evidence from Covid-19

By Erin Henry, George A. Plesko and Caleb Rawson September 1, 2020 by renholding

The COVID-19 pandemic has dramatically changed how businesses operate, resulting in unprecedented stock market effects. While the U.S. stock market has historically shown little to no reaction to an infectious disease outbreak, COVID-19 precipitated a global stock market downturn now …

Arnold & Porter Discusses SEC Approval of NYSE Direct Listings Proposal

By Carol Anne Huff August 31, 2020 by renholding

The SEC has given the New York Stock Exchange (NYSE) clearance to allow companies to raise capital in connection with a direct listing on the NYSE. A direct listing is an alternative to a traditional underwritten IPO that allows a …

Does Advertising Improve Access to Capital for Small Businesses?

By Anup Agrawal and Yuree Lim August 28, 2020 by renholding

Private markets have contributed significantly to capital formation in the U.S. economy, particularly for small companies that are often considered the engine for creating new jobs and for accelerating economic growth (see, e.g., Zhao, Harris, and Lam, 2019). The amount …

SEC Commissioner Peirce Speaks on Corporate Governance

By Hester M. Peirce August 28, 2020 by renholding

We are here today to talk about excellence in corporate governance. Before I begin, I have to remind you that the views I represent are my own and not necessarily those of the Securities and Exchange Commission or my fellow

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SEC Chair Clayton Discusses Modernizing Framework for Disclosures

By Jay Clayton August 27, 2020 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting.

Today [August 26], we

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SEC Commissioners Crenshaw and Lee Discuss Failure to Modernize Accredited Investor Definition

By Caroline Crenshaw and Allison Herren Lee August 27, 2020 by renholding

The accredited investor definition is the single most important investor protection in the private market.[1] Today’s amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining

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Does Environmental and Social Disclosure Affect Innovation at Companies?

By Brian Gibbons August 26, 2020 by renholding

Companies are typically not compelled to disclose environmental and social (E&S) information because this information does not meet the materiality standard used in many jurisdictions. However, some shareholders have an explicit mandate to screen potential investments based on E&S criteria. …

SEC Officials Offer Update on the Consolidated Audit Trail

By Jay Clayton, Brett Redfearn and Manisha Kimmel August 24, 2020 by renholding

Today [August 21], the Commission proposed amendments to the national market system (“NMS”) plan governing the consolidated audit trail (“CAT NMS Plan”). The proposed amendments are designed to enhance data security related to the ongoing development and operations of the

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SEC’s Division of Investment Management Director Takes Stock and Looks Ahead

By Dalia Blass August 3, 2020 by renholding

Good Morning. Thank you Barry [Barbash] and Paul [Roye] for the kind introduction and thank you and PLI for inviting me to speak again with you. I looked back at my remarks the last time I was with you. Two

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Lessons from Luckin Coffee: The Underappreciated Risks of Variable Interest Entities

By Jonathan Barnett July 28, 2020 by renholding

On April 2, China’s Luckin Coffee announced that some of its employees, including the chief operating officer, had fabricated over $300 million in reported revenues. On April 21, the Securities and Exchange Commission and the U.S. Public Company Accounting Oversight …

Why the SEC’s Proposal to Amend Rule 13f-1 Should Fail

By Eduardo Gallardo July 27, 2020 by renholding

On July 10, the Securities and Exchange Commission (SEC) proposed a 35-fold increase – from $100 million to $3.5 billion – in the threshold for requiring institutional investment managers to publicly report their equity holdings on Form 13F.[1] This …

SEC Chairman Speaks on Amendments to Proxy Solicitation Rules

By Jay Clayton July 27, 2020 by renholding

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 two items on the agenda, both continuations of our ongoing work to modernize and enhance the

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EBITDAC, Civil Liability, and New Paradigms

By Suprotik Das July 23, 2020 by renholding

COVID-19 has led companies to patch-up financial reporting by adding estimates of pre-COVID-19 profits to their EBITDA. Recently, COVID-19 prompted measuring-equipment manufacturer Schenck Process, for example, to add back €5.4 million, resulting in an adjusted EBITDA of €18.3 …

Cleary Gottlieb Discusses SEC Proposal to Significantly Change Reporting by Institutional Investors

By Francesca Odell, Jeffrey Karpf, Adam Fleisher, James Langston and Marc Rotter July 21, 2020 by renholding

On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F.^[1] The SEC’s …

Disgorgement After Liu v. SEC: The Game Is On!

By John C. Coffee, Jr. July 20, 2020 by renholding

Experienced litigators know that an adverse appellate decision (even from the U.S. Supreme Court) rarely ends their case. The question is instead: What is the next move? What defenses do we fall back on? So it is likely to be …

SEC Chair Clayton Addresses the Financial Stability Oversight Council

By Jay Clayton July 16, 2020 by renholding

Market Functioning and Monitoring

We have continued our efforts to help facilitate the orderly and fair market function, including in coordination with our colleagues at the Federal Reserve and Treasury.[1]

Market activity has remained active in June and thus

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Cooperation in Securities Market Regulation: Perspectives from Australia

By Jennifer G. Hill July 13, 2020 by renholding

The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to help address and ameliorate that risk.

Yet, although capital …

SEC Commissioner Advocates ESG Disclosure for Asset Managers, Not Issuers

By Elad L. Roisman July 10, 2020 by renholding

Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of

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