Gibson Dunn Offers Update on Corporate Non-Prosecution and Deferred Prosecution Agreements

By F. Joseph Warin, M. Kendall Day, Courtney Brown, Melissa Farrar and Chelsea Ferguson July 27, 2018 by renholding

This publication marks our tenth year tracking corporate non-prosecution agreements (“NPAs”) and deferred prosecution agreements (“DPAs”).[1] What a decade it has been. In our time analyzing and reporting on these resolutions, we have seen the pendulum swing from 22 …

How a Uniform Disclosure Regime Would Empower Benefit Corporations

By Brent J. Horton July 24, 2018 by renholding

Benefit corporations[1] are free to pursue profit and purpose.[2] That is to say, each benefit corporation is free to focus on good acts, defined as those acts that have “a material positive impact on society and the environment.”…

Tippees and Tippers: The Impact of Martoma II

By John C. Coffee, Jr. July 23, 2018 by renholding

This is a column for insider trading junkies—a special breed who love all the nuances in this very nuanced subject. Late last month, a Second Circuit panel did something fairly unusual: It withdrew a 2017 decision and substituted a new …

Sullivan & Cromwell Discusses Hot Topics in Corporate Governance

By Sullivan & Cromwell July 16, 2018 by renholding

Corporate Governance, Surveys, Policies and Reports

Lazard Report Finds Increased Shareholder Activism in Q1 2018: Lazard’s Quarterly Review of Shareholder Activism for Q1 of 2018 found increased activism by shareholders in terms of number of campaigns initiated, board seats

…

The Consequences of Restatements for Outside Directors

By Daniel Street July 13, 2018 by renholding

Serving on a public company’s board of directors carries responsibilities and risks as well as benefits for directors. If directors do not carry out their duties effectively, they risk damaging their reputation, losing their board seats, and facing shareholder lawsuits. …

How External Whistleblower Rewards Affect Internal Reporting

By Masaki Iwasaki July 6, 2018 by renholding

Does paying employees for blowing the whistle on corporate crime to regulators discourage internal reporting and undermine corporate governance? The answer is not as simple as it might seem. My research shows that, as the amount of reward increases, the …

Latham & Watkins Discusses SEC Official’s Analysis of Digital Assets as Securities

By Stephen P. Wink, David L. Concannon, Miles P. Jennings, Cameron R. Kates and Thomas H. Gabay July 2, 2018 by renholding

William Hinman, Director of the US Securities and Exchange Commission (SEC) Division of Corporation Finance, provided substantial color on the SEC’s evolving view of digital asset classification recently when he shared his thoughts on how to characterize purchases and sales …

SEC Proposes Changes to Whistleblower Rule

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to propose amendments to the rules governing its whistleblower program. The whistleblower program was established in 2010 to incentivize individuals to report high-quality tips to the Commission and help the

…

SEC Adopts New Requirements on Using XBRL Reporting Language for Financial Statements

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to adopt amendments to eXtensible Business Reporting Language (XBRL) requirements for operating companies and funds. The amendments are intended to improve the quality and accessibility of XBRL data.

The amendments,

…

SEC Updates Definition of “Smaller Reporting Companies”

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to adopt amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations.

“I want our public capital markets

…

SEC Proposes New Approval Process for Exchange Traded Funds

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to propose a new rule and form amendments intended to modernize the regulatory framework for exchange-traded funds (ETFs), by establishing a clear and consistent framework for the vast majority of

…

SEC Adopts Changes to Disclosure of Funds’ Liquidity Risk

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission on June 28, 2018, adopted amendments to public liquidity-related disclosure requirements for certain open-end funds. Under the amendments, funds would discuss in their annual or semi-annual shareholder report the operation and effectiveness of their liquidity

…

Will Swing Pricing Save Sedentary Shareholders?

By Anne M. Tucker and Holly van den Toorn June 26, 2018 by renholding

Starting in November 2018, U.S. public, open-ended mutual funds will have the option to adjust the daily pricing of the fund—the net asset value or NAV—to account for and recoup large transaction costs. Currently, the fund, and therefore its remaining …

Wachtell Lipton Discusses Supreme Court Ruling on SEC Judges

By John F. Savarese, Wayne M. Carlin and Jonathan Siegel June 26, 2018 by renholding

On June 21, in a much anticipated decision, the Supreme Court held that SEC Administrative Law Judges (“ALJs”), who have historically been appointed by SEC staff, are “Officers of the United States” and, hence, under the Appointments Clause, can be …

Cleary Gottlieb Discusses SEC’s Latest Take on Digital Assets as Securities

By Michael H. Krimminger, Pamela L. Marcogliese, Matthew C. Solomon and Zachary L. Baum June 21, 2018 by renholding

On Thursday, June 14, the SEC Director of Corporation Finance, William Hinman, stated his view that current secondary market trades of Ether are not now securities transactions as part of a speech on the treatment of digital assets under the …

SEC Chair Talks Culture at the SEC and Financial Institutions

By Jay Clayton June 19, 2018 by renholding

Thank you Bill [Dudley] for that kind introduction and for inviting me to speak today.[1] I’m planning to speak for fifteen or so minutes and to open the floor to questions.

I want to extend my congratulations to Bill

…

Financial Misreporting: Hiding in the Shadows or in Plain Sight?

By Delphine Samuels, Daniel J. Taylor and Robert E. Verrecchia June 13, 2018 by renholding

It’s widely assumed that executives are less likely to inflate earnings at high profile companies under a good deal of regulatory oversight. And yet it’s also widely known that managers in high profile companies have an incentive to overstate their …

SEC Chief Accountant Talks Financial Reporting and Innovation

By Wesley Bricker June 7, 2018 by renholding

Thank you, Robert [Hodgkinson] for the kind introduction. Thank you, also, to the Institute of Chartered Accountants in England and Wales (“ICAEW”) for sponsoring this event. I am delighted to be in London and with you this afternoon. London continues …

Financial Enforcement Actions and the Role of Whistleblowers

By Andrew C. Call, Gerald S. Martin, Nathan Y. Sharp and Jaron H. Wilde June 6, 2018 by renholding

In our recent paper, we investigate the association between employee whistleblowers and outcomes of financial misrepresentation enforcement actions by the Securities and Exchange Commission (SEC) and Department of Justice (DOJ). We examine SEC and DOJ enforcement actions for financial misrepresentation …

Latham & Watkins Discusses New SEC Guidance on Cybersecurity

By Jennifer C. Archie and Serrin Turner June 5, 2018 by renholding

With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

SEC

Gibson Dunn Offers Update on Corporate Non-Prosecution and Deferred Prosecution Agreements

How a Uniform Disclosure Regime Would Empower Benefit Corporations

Tippees and Tippers: The Impact of Martoma II

Sullivan & Cromwell Discusses Hot Topics in Corporate Governance

Corporate Governance, Surveys, Policies and Reports

The Consequences of Restatements for Outside Directors

How External Whistleblower Rewards Affect Internal Reporting

Latham & Watkins Discusses SEC Official’s Analysis of Digital Assets as Securities

SEC Proposes Changes to Whistleblower Rule

SEC Adopts New Requirements on Using XBRL Reporting Language for Financial Statements

SEC Updates Definition of “Smaller Reporting Companies”

SEC Proposes New Approval Process for Exchange Traded Funds

SEC Adopts Changes to Disclosure of Funds’ Liquidity Risk

Will Swing Pricing Save Sedentary Shareholders?

Wachtell Lipton Discusses Supreme Court Ruling on SEC Judges

Cleary Gottlieb Discusses SEC’s Latest Take on Digital Assets as Securities

SEC Chair Talks Culture at the SEC and Financial Institutions

Financial Misreporting: Hiding in the Shadows or in Plain Sight?

SEC Chief Accountant Talks Financial Reporting and Innovation

Financial Enforcement Actions and the Role of Whistleblowers

Latham & Watkins Discusses New SEC Guidance on Cybersecurity