Columbia Law School
Sky Blog
I had high expectations when I picked up Thom [Lambert’s] book on regulation shortly after it first came out several years ago.[1] Those expectations were exceeded by the clear and compelling way in which the book wrestles with the
SEC
Deal Initiation in Mergers and Acquisitions
Contrary to common belief, M&A transactions are not overwhelmingly initiated by acquirers. Target managers frequently put their firms up for sale before receiving any unsolicited bids. In fact, in our sample of U.S. domestic M&A deals completed between 1997 and …
SEC Chair Discusses Shareholder Proposals Seeking Mandatory Arbitration Provisions in Bylaws
The issue of mandatory arbitration provisions in the bylaws of U.S. publicly-listed companies has garnered a great deal of attention. As I have previously stated, the ability of domestic, publicly-listed companies to require shareholders to arbitrate claims against them arising
Securities Disclosure As Soundbite: The Case of CEO Pay Ratios
Since 2018, U.S. public companies have had to calculate and report a new, unconventional statistic—a CEO pay ratio—which links CEO pay to the pay of rank-and-file workers. Based on a last-minute addition to the Dodd-Frank Act of 2010, the disclosure …
Double Trouble: An Analysis of IRS Attention and Financial Reporting
Existing research provides limited insight into what draws the attention of tax authorities to public information and how that information is used in the process of examining corporate tax positions. For publicly traded firms in the U.S., the Internal Revenue …
Wachtell Lipton Discusses Mergers and Acquisitions — 2019
As a whole, 2018 proved to be another strong year for M&A. Total deal volume reached almost $4.2 trillion globally, higher than the $3.7 trillion volume of 2017, but still less than the record of over $5 trillion set in …
SEC Chair Discusses EDGAR-Hacking Enforcement Action
In August 2017, shortly after my arrival at the Commission, I was informed that an intrusion into the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system took place in 2016. We immediately initiated a series of review and response
Debevoise & Plimpton Discusses Custody of Digital Assets
Interest in cryptocurrencies and other digital assets on blockchains or distributed ledgers[1] has increased exponentially in recent years. The total market capitalization of cryptocurrencies and other digital assets on blockchains increased from slightly more than $17.5 billion in January …
Ballard Spahr Discusses SEC Case Against Clearing Broker Under Bank Secrecy Act
On December 11, Judge Denise Cote of the Southern District of New York granted, in part, the Securities and Exchange Commission’s (“SEC”) motion for summary judgement in its action against Alpine Securities, Inc. (“Alpine”), finding that the clearing broker …
SEC Chair Clayton Talks Small Business Capital Formation
Every year the SEC staff does a tremendous job identifying topics, selecting speakers and coordinating the behind the scenes work necessary to organize this all-day event focused on small business capital formation.[1] Thank you Bill, Jennifer [Zepralka] and the
Common Ownership: The Investor Protection Challenge of the 21st Century
Thank you so much, Scott [Hemphill], for that incredibly kind introduction.* It’s a real honor to be here with you—and to be invited to testify before the Federal Trade Commission (FTC). I share your commitment to making sure …
SEC Chair Talks Rulemaking Over the Past Year and the Road Ahead
For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs
How the Regulation of Initial Coin Offerings Shifted from Inactivity to Full Enforcement
In recent years, Initial Coin Offerings (ICOs) have emerged as a disruptive tool in entrepreneurial finance. ICOs involve the sale of a stake in a project with the aim of raising funds at an early stage of development. Although ICOs …
Debevoise Discusses SEC’s Record Year for Whistleblowers
On November 15, 2018, the U.S. Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of the Whistleblower (the “OWB”) provided its annual report to Congress describing the status of the whistleblower program and touting a “record-breaking year” for …
Dissecting the Conundrum of Investing in Hedge Funds Despite High Fees and Mediocre Returns
October 2018 ended with the hedge fund industry suffering its worst monthly decline since September 2011, according to the HFRI Fund Weighted Composite Index. Some commentators are predicting that 2018 will end with the hedge fund industry experiencing its worst …
What Justice Kavanaugh’s “Lorenzo” Dissent Means for the Future of Chevron Deference
On June 18, 2018, the Supreme Court granted cert in Lorenzo v. Securities and Exchange Commission (Lorenzo), a case that presents significant questions about the federal securities laws. Lorenzo also comes with a twist: The underlying D.C. Circuit decision …
SEC Divisions Set Forth Views on Issuing and Trading Digital Asset Securities
In recent years, we have seen significant advances in technologies – including blockchain and other distributed ledger technologies – that impact our securities markets. This statement[1] highlights several recent Commission enforcement actions involving the intersection of long-standing applications of …
Dual Class Stock: The Shades of Sunset
The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …
SEC Chair Clayton Offers Remarks at Proxy Roundtable
My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.
First, thank you to Bill, Michele Anderson and staff from the
SEC Commissioner Roisman Offers Remarks at Proxy Roundtable
Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the …