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Securities and Exchange Commission
Reforming Securities Litigation and Enforcement for ESG Disclosure
In an earlier post, I discussed my paper arguing that significant changes to the corporate-disclosure regime should trigger review of aspects of the securities-fraud regime. This is because the disclosure regime and the securities-fraud regime go hand-in-hand. So if …
How Political Ideology Stalled SEC’s IFRS Adoption
In a recent study, we examine how political ideology affected SEC commissioners’ stances on whether to adopt the International Financial Reporting Standards (IFRS). Our findings reveal a partisan divide that stalled decision-making and left the U.S. as an outlier in …
SEC Commissioner Criticizes End to Defense of Climate-Related Disclosure Rule
Today [March 27], the SEC purports to walk away from the Climate-Related Disclosures Rule.[1] In building the rule, we journeyed up a mountain. The Commission spent at least four years taking input – we issued requests for information, made …
Unflexed Muscle: SEC Enforcement of CEO and CFO SOX Certifications
In a new article, we focus on the Securities and Exchange Commission’s enforcement of the CEO and CFO certification requirement pursuant to the Sarbanes-Oxley Act (SOX). The article analyzes the appropriate interpretation of the statute’s reach, the SEC enforcement proceedings …
SEC Commissioner Speaks on Finding Balance at the SEC
Debevoise & Plimpton Discusses SEC Accommodations for Draft Registration Statements
On March 3, 2025, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced that it will further expand the accommodations available for issuers to submit draft registration statements for nonpublic review. These …
Fried Frank Discusses SEC Expansion of Nonpublic Review Accommodations for Registration Statements
The Division of Corporation Finance of the Securities and Exchange Commission (the SEC) is expanding the available accommodations relating to nonpublic review of draft registration statements.
Previously, such accommodations had been available only to a subset of issuers: In 2012, …
Schulte Roth Discusses SEC Guidance That Meme Coins Are Not Securities
On Feb. 27, 2025, the SEC’s Division of Corporation Finance (“Division”) issued guidance that meme coins — defined as speculative crypto assets inspired by internet memes, cultural trends, or social media phenomena — do not constitute securities under federal securities …
Shadow SEC Statement No. 2 (March 13, 2025): THE CRISIS DEEPENS AS SEC STAFF AND BUDGET CUTS ARE DIRECTED
With growing concern, we fear that we are watching the SEC face a death by 1,000 cuts. No, we do not mean that the SEC is likely to be abolished by either executive or legislative action (although the Department of …
Wilson Sonsini Discusses the New SEC Crypto Task Force
The lead of the U.S. Securities and Exchange Commission’s (SEC’s) new Crypto Task Force (Task Force), Commissioner Hester Peirce, recently laid out principles for how the Task Force will approach regulation and provided a roadmap for specific issues the Task …
Acting SEC Chair Speaks Before International Bankers
Paul Weiss Discusses the Impact of SEC Guidance on 13G Eligibility, Rule 14a-8 Shareholder Proposals, and Exempt Solicitations
The Staff in the Division of Corporation Finance at the U.S. Securities and Exchange Commission has issued three new sets of guidance that may influence and potentially reshape how shareholders engage with companies going forward.
Guidance on 13G Eligibility
On …
How Accurate Are Corporate AI Disclosures?
Artificial intelligence (AI) is emerging as a general purpose technology (GPT) with the potential to transform industries. As a result, the potential benefits of AI give firms strong reasons to adopt it – but also provides opportunities to exaggerate their …
Skadden Discusses Anti-Bribery and Corruption Risks Despite FCPA Enforcement Pause
On February 10, 2025, President Donald Trump signed an executive order directing the U.S. attorney general, Pam Bondi, to pause Foreign Corrupt Practices Act (FCPA) actions for 180 days until she issues revised FCPA enforcement guidance to “prioritize American interests, …
Shadow SEC: The Value of an Independent SEC
Effective and well-designed laws governing investment and financial markets are the single most important foundation for financial markets to allocate capital efficiently while providing optimal reassurance to investors and lenders. Strong empirical evidence shows the United States has a lower …
Ropes & Gray Discusses New SEC Guidance on ESG Engagement and Schedule 13D Filings
The Securities and Exchange Commission (SEC) staff recently updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form …
Sullivan & Cromwell Discusses SEC Bulletin on Excluding Shareholder Proposals
On February 12, the Staff of the SEC Division of Corporation Finance published a new Staff Legal Bulletin No. 14M(“SLB 14M”) regarding the exclusion of Rule 14a-8 shareholder proposals under Rule 14a-8(i)(5) (“economic significance”) and Rule 14a-8(i)(7) (“ordinary business”). …
Why the SEC’s Approach to Chief Compliance Officer Liability Has Failed
With the change in SEC leadership, now is the perfect time for the commission to reevaluate its approach to chief compliance officer (“CCO”) liability. In a new article, I contend that the SEC’s current approach to CCO liability has …
Decentralized Markets and Self-Regulation
The United States is ushering in a new era of crypto reforms. Only a few days ago, Mark Uyeda, the acting chair of the Securities and Exchange Commission (SEC), announced the formation of the Crypto Task Force to be spearheaded …