Columbia Law School
Sky Blog
Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the
SEC
How to Enhance the Value of Shareholder Voting Recommendations
In a new article, I discuss how investment advisers like Blackrock, State Street, and Vanguard, can become adequately informed prior to voting their proxies without having to read massive amounts of information about the hundreds or thousands of companies …
ISS Takes an Early Look at 2019 Shareholder Proposals
In the U.S., shareholder proposal filings have historically played an important role in advancing corporate governance and in highlighting key risks related to environmental and social issues. Some of the major shifts in governance practices during the past two decades …
Sullivan & Cromwell Discusses SEC Guidance on Director Diversity Disclosure
On February 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance released Compliance and Disclosure Interpretations 116.11 and 133.11, which address the disclosure of self-identified diversity characteristics with respect to board members and nominees under Items 401 …
Does Public Ownership and Accountability Increase Diversity?
For two generations, U.S. companies, regulators, and activists have grappled with how to increase employment diversity in large firms. Quotas and other explicit hiring targets have tended to fare poorly in the courts. Instead, diversity policies have come to focus …
Sullivan & Cromwell Discusses Key Considerations for Annual SEC Filings
As issuers prepare their Form 10‑K and 20‑F filings for fiscal year 2018, they should consider the guidance provided in some recent speeches from officials of the Securities and Exchange Commission (“SEC”), which highlight a number of considerations relating to …
Arnold & Porter Discusses Insider Trading’s Personal Benefit Test After Martoma, Gupta, and Other Recent Cases
On January 24, former SAC Capital Advisors portfolio manager Mathew Martoma petitioned the Supreme Court to review his 2014 conviction for insider trading. Martoma’s conviction stems from activity in 2008 when he paid a doctor from the University of Michigan …
Debevoise & Plimpton Discusses SEC’s Nissan Inquiry and Non-U.S. Issuers of ADRs
It was reported on January 27 that Nissan Motor Co., Ltd. (“Nissan”) had received an inquiry from the United States Securities and Exchange Commission (the “SEC”), regarding alleged disclosure violations involving payments to its former Chairman, Carlos Ghosn. The reported …
SEC Commissioner Offers Inside View of the Regulation Machine
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
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