Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

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

By Jay Clayton January 9, 2020 by renholding

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

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SEC Commissioner Jackson Issues Statement on Reforming Stock Exchange Governance

By Robert J. Jackson, Jr. January 9, 2020 by renholding

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

By Allison Herren Lee January 9, 2020 by renholding

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

By Elad L. Roisman January 9, 2020 by renholding

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

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Chairman Clayton Delivers Statement at Open Meeting of SEC

By Jay Clayton December 19, 2019 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 six items on the agenda. As I’ve remarked in the past, we must efficiently allocate the

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The Effects of Mandatory Disclosure Rules on Hedge Fund Governance

By Colleen Honigsberg December 17, 2019 by renholding

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 …

Davis Polk Discusses NYSE Revised Direct Listing Proposal

By Maurice Blanco, Alan Denenberg, Marcel Fausten, James Lin and Richard Truesdell December 16, 2019 by renholding

Following the SEC’s rejection last week of its proposed rule change on direct listings, the NYSE filed a revised rule change proposal with the SEC yesterday. The new rule change proposal is substantially similar to the proposal the NYSE filed …

SEC Commissioner Peirce Speaks before National Economists Club

By Hester M. Peirce December 13, 2019 by renholding

Thank you, Cliff [Waldman] for that kind introduction. It is an honor to be among economists today. I am not sure why, but every time I speak to economists, I feel compelled to tell a joke. Maybe it is because

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SEC Chair Delivers Testimony on Oversight to U.S. Senate Banking, Housing, and Urban Affairs Committee

By Jay Clayton December 11, 2019 by renholding

Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1] I am honored to

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SEC Commissioner Speaks on Protecting Elder Investors

By Elad L. Roisman December 6, 2019 by renholding

Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson,

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Does Litigation Risk Make Financial Reports Less Readable?

By Mark Humphery-Jenner, Yun Liu, Vikram K. Nanda, Sabatino Silveri and Minxing Sun December 5, 2019 by renholding

Financial reports can be opaque, complex, and difficult to understand. As far back as 1998, this was the premise behind the SEC’s Plain English Rule: an unsuccessful attempt to encourage firms to write more readable financial reports. In a new …

Sullivan & Cromwell Discusses NYSE Proposal to Expand Permitted Use of Direct Listings

By Sullivan & Cromwell LLP December 5, 2019 by renholding

On November 26, 2019, New York Stock Exchange LLC (“NYSE”) filed notice of a proposed rule change with the Securities and Exchange Commission to modify its listing rules relating to direct listings. The proposed rule change would allow companies to …

SEC’s Director of Investment Management Division Talks Securities Law Developments

By Dalia Blass December 4, 2019 by renholding

Good Morning. Thank you Susan [Olson], and thank you all for the opportunity to come back and update you on the Division’s work.[1]

I recently came across a September Compliance Minute Podcast, titled: Where Have you Gone, Dalia Blass?

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SEC Commissioners Jackson and Lee on Proposed Rules for Funds’ Use of Derivatives

By Robert J. Jackson, Jr. and Allison Herren Lee November 27, 2019 by renholding

Yesterday [November 25] the Commission proposed rules on funds’ use of derivatives to obtain leverage.[1] Appropriate use of derivatives can produce benefits for investors, like better risk-adjusted returns or more efficient exposure to certain asset classes. But that same

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SEC Commissioners Peirce and Roisman on Proposed Rules for Funds’ Use of Derivatives

By Hester M. Peirce and Elad L. Roisman November 27, 2019 by renholding

We thank the staff of the Division of Investment Management (the “Division”) for undertaking the challenging task of devising and presenting for Commission vote a proposal to modernize the way we regulate the use of derivatives in investment funds’ portfolios.

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Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Debevoise & Plimpton Discusses SEC’s Proposed Changes to Advertising Rule

By Kenneth J. Berman, Gregory T. Larkin and Norma Angelica Freeland November 21, 2019 by renholding

On November 4, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposal”) to modernize Rule 206(4)-1 (the “Advertising Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). [1] The first substantial amendment to the Advertising Rule …

Blue Sky Banter Podcast: Coffee and Jackson on the Latest at the SEC

By Reynolds Holding November 19, 2019 by renholding

Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC.

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SEC Chair Clayton Discusses Modernizing Our Regulatory Framework

By Jay Clayton November 18, 2019 by renholding

Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.

In particular, I miss

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