SEC Chair Clayton Testifies About Virtual Currencies

By Jay Clayton February 8, 2018 by renholding

Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1] I am pleased that the Committee is holding this hearing to bring greater focus to the important issues …

Proxy Access and Optimal Standardization in Corporate Governance

By Reilly S. Steel January 31, 2018 by renholding

According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …

Wachtell Discusses What to Expect in White Collar and Regulatory Enforcement for 2018

By John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders, Jonathan M. Moses and Marshall L. Miller January 31, 2018 by renholding

In our memo last year, we acknowledged that it was close to impossible to predict the likely impact that the newly elected Trump administration would have on white-collar and regulatory enforcement. (White Collar and Regulatory Enforcement: What to Expect …

Gibson Dunn Offers Securities Enforcement Update for 2017

By Marc J. Fagel January 26, 2018 by renholding

2017 was the prototypical transition year for the SEC. In contrast to many other federal agencies under the current administration, the new SEC leadership did not promise a wholesale rethinking of the agency’s mandate. Rather, they seemed to signal minor …

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

By Jay Clayton January 23, 2018 by renholding

Thank you for that warm welcome.[1] I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was

…

Nonfinancial Risk Disclosure and the Costs of Private Ordering

By Virginia Harper Ho January 22, 2018 by renholding

2017 was a year of major developments that are changing how companies disclose nonfinancial environmental, social, and governance (ESG) risk to investors. In January, regulations implementing the European Union’s 2014 Nonfinancial Reporting Directive took effect for certain large companies operating …

Poetic Expansions of Insider Trading Liability

By John P. Anderson January 19, 2018 by renholding

The courts have consistently held since the Supreme Court decided Dirks v. SEC in 1983[1] that tipper-tippee insider trading liability requires proof that the tipper personally benefited from the tip.

This personal benefit test can pose significant challenges to …

K&L Gates Discusses the SEC’s TPG Settlement and Approach to Private Equity Fees

By Michael S. Caccese, Michael W. McGrath, Kenneth Holston and Matthew T. Hevert January 18, 2018 by charlesbluesky

On December 21, 2017 the U.S. Securities and Exchange Commission (the “SEC”) published a settlement order[1] with TPG Capital Advisors, LLC (“TPG”) arising from insufficient disclosure regarding the acceleration of monitoring fees paid by portfolio companies owned by private …

SEC Chair’s Remarks at Ceremonial Swearing In of New Commissioners Jackson and Peirce

By Jay Clayton January 17, 2018 by renholding

Good Morning.

I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr.

I note that this August will be the 55^th anniversary

…

The Spotify Listing: Can an “Underwriter-less” IPO Attract Other Unicorns?

By John C. Coffee, Jr. January 16, 2018 by renholding

Press reports indicate that Spotify, the music streaming company, is planning an initial public offering in March or April of this year, and that it plans to use a novel “direct listing” approach that has not previously been used at …

SEC Chair Clayton Talks Fixed Income Markets

By Jay Clayton January 12, 2018 by renholding

I am delighted to welcome all of you to the inaugural meeting of the Fixed Income Market Structure Advisory Committee, or “FIMSAC” as many of us like to call it.[1] This is a significant day for the Commission. There

…

Wachtell Offers 2018 Checklist for Cross-Border M&A Involving U.S. Targets

By Adam O. Emmerich and Robin Panovka January 10, 2018 by renholding

Global M&A accelerated in the fourth quarter of 2017, driven in part by tech expansion and strong economies in several key markets, and there are many signals pointing to a continued strong pace of transactions, including in the U.S. Overall …

From Texas Gulf Sulphur to Chiarella: A Tale of Two Duties

By Donald C. Langevoort January 8, 2018 by renholding

The Second Circuit’s en banc decision in SEC v. Texas Gulf Sulphur Corp.[1] (“TGS”) is approaching its 50th anniversary, and it’s still well-known for several important holdings. Perhaps the most celebrated (or condemned) accepted the SEC’s argument …

Gibson Dunn Discusses SEC Guidance on How the New Tax Law Affects Disclosure and Accounting

By Ronald O. Mueller, Elizabeth Ising, Michael Scanlon, Brian Lane and Andrew Fabens January 8, 2018 by renholding

On December 22, 2017, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance (“Staff”) issued important guidance that provides significant relief and helpful answers on some of the accounting and disclosure issues raised by …

How Effective Is the SEC in Identifying Financial Reporting Errors?

By Matthew Kubic December 22, 2017 by renholding

The Securities and Exchange Commission (SEC) Division of Corporate Finance (DCF) reviews and regulates information in public filings to “deter fraud and facilitate investor access to information necessary to make informed investment decisions.”

Commentators criticize the SEC for …

Skadden Discusses Trends in M&A Disclosure Litigation

By Edward B. Micheletti, Jenness E. Parker and Bonnie W. David December 18, 2017 by charlesbluesky

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly material” standard — and expressed a …

Sheppard Mullin Discusses SEC’s Streamlined Enforcement Agenda

By Jeff Kern and Kate Ross December 14, 2017 by charlesbluesky

One of the most eye-catching items in the recently released 2017 Annual Report of the Enforcement Division of the Securities and Exchange Commission (SEC or the Commission) is the significant decline in enforcement activity from 2017. The report, issued on …

SEC Chair Talks Cryptocurrencies and Initial Coin Offerings

By Jay Clayton December 12, 2017 by renholding

The world’s social media platforms and financial markets are abuzz about cryptocurrencies and “initial coin offerings” (ICOs). There are tales of fortunes made and dreamed to be made. We are hearing the familiar refrain, “this time is different.”…

Davis Polk Discusses Solicitor General’s Change of Heart on SEC Judges

By Michael Flynn, Amelia Starr, Linda Chatman Thomsen and Paul Nathanson December 11, 2017 by renholding

On November 29, 2017, the Solicitor General filed a brief in the Supreme Court on behalf of the Securities and Exchange Commission (“SEC”) reversing the agency’s position and arguing that SEC administrative law judges (“ALJs”) have been unconstitutionally appointed to …

Debevoise & Plimpton Discusses Developments in the Enforcement of Token Sales

By Morgan J. Hayes, Steven J. Slutzky, Kevin R. Grondahl, Taylor Lindman and Naeha Prakash November 30, 2017 by Carly Goeman

Securities and Exchange Commission (“SEC”) Chairman Jay Clayton recently discussed the uncertainties surrounding token offerings and other forms of distributed ledger-based financing.^[1] Mr. Clayton cautioned that the lack of information regarding online platforms that list and trade virtual coins …

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