Columbia Law School
Sky Blog
Good afternoon.[1] I appreciate the opportunity to speak with you again today as part of the Corp Fin Workshop. I wanted to make a few remarks about the important work being done in the Division’s Disclosure Review Program and
Securities and Exchange Commission
Every Vote Counts: Mandatory Disclosure and Voting Outcomes
The right of shareholders to vote is essential for maximizing the value of their shares and good corporate governance. However, in a diffusely held corporation, few shareholders have the incentive to monitor management at their own cost, leading to a …
Materiality Under the SEC’s Climate Risk Rule
The concept of materiality has been called the “bedrock” or the “cornerstone” of the corporate disclosure system established by Congress in the federal securities laws.[1] But, despite its importance, determining how to use or apply the concept can be …
Should Ethereum ETFs Include Staking?
The approval of Ethereum Spot Exchange-Traded Funds (ETFs) by the U.S. Securities and Exchange Commission (SEC) in May 2024 marked a significant step forward for cryptocurrency in mainstream finance (Krause, 2024). This decision followed the precedent set by Bitcoin Spot …
John C. Coffee, Jr. – What Would a Trump Administration Mean for Securities Regulation?
There can be no debate: The Administrative State has been scaled back. The rule-making powers of administrative agencies have clearly been curbed. Most blame the Supreme Court and particularly its decision in West Virginia v. EPA, 597 U.S. 697 …
Reg FD’s Dilemma: The Unseen Edge in Private Investor Meetings
Regulation Fair Disclosure (Reg FD) attempts to level the playing field for investors, stating that any “informational edge” should be due to investors’ “skill, acumen, or diligence” rather than “from their superior access to corporate insiders.”[1]However, Reg FD …
SEC Chair Gensler Speaks to Small Business Capital Formation Advisory Committee
Good morning. I’m pleased to speak with the Small Business Capital Formation Advisory Committee. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I am not speaking
Fraud-on-the-Market Liability in the ESG Era
Fraud-on-the-market (“FOTM”) suits are thought to generate considerable benefits for society – namely, those associated with increased stock-market price accuracy and liquidity. But these suits are also said to impose exceptionally large social costs relative to even those associated with …
Davis Polk Discusses Cyber Disclosure Case Against SolarWinds and Its CISO
A court rendered a mixed result in the SEC’s SolarWinds litigation. The court declined to dismiss the SEC’s claims that a website “Security Statement” overstated the strength of SolarWinds’ cybersecurity measures. However, the court dismissed claims based on SolarWinds’ SEC …
Enhanced Scrutiny and the Omnipresent Specter of Political Bias
Corporate politicization, when companies take sides in our culture war and risk alienating half their potential customers, is a serious concern. Recent examples of companies that have felt its negative impact on shareholder value abound, including Bud Light, Target, and …
Skadden Discusses Jarkesy’s Impact on Other In-House Enforcement Procedures
In Securities and Exchange Commission v. Jarkesy, the U.S. Supreme Court held that “the Seventh Amendment entitles a defendant to a jury trial when the [Securities and Exchange Commission] seeks civil penalties against him for securities fraud.”
In its …
SEC Enforcement Chief Speaks on Enforcing the Federal Securities Laws in the Age of Crypto
I’m thrilled to be back at my law school alma mater. This is a special place – one that not only helped me hone my legal skills, but also one that helped mold me into a “citizen lawyer.”
For me,
The Emergence of the Actively Managed ETF
In a January 2022 law review article, I argued that (1) the actively managed ETF was set to emerge as a significant feature of the investment landscape and (2) this emergence would have important implications for the main parties that …
When SPACs Go Overseas
Special purpose acquisition companies (SPACs) are shell companies formed with the sole purpose of raising capital through initial public offerings (IPOs) and using the proceeds to acquire private operating companies. While traditionally regarded as vehicles for backdoor listings of weaker …
SEC Commissioner Peirce Offers a Hitchhiker’s Guide to ESG
The last time I was in Poland was approximately three decades ago. It was a brief but memorable stop on an unfocused American student’s hop across Europe. Among other things, Poland provided me my only hitchhiking experience. Some kind soldiers …
SEC Chair Gensler on Registration Form for Index-Linked Annuities
Today [July 1], the Commission adopted amendments to provide a tailored form to register the offerings of registered index-linked annuities (“RILAs”) and registered market value adjustment annuities (“registered MVA annuities”). I am pleased to support this adoption because it fulfills …
Wachtell Lipton Discusses DOJ Insider Trading Verdict Based on Use of 10b5-1 Plans
Last week, a jury in Los Angeles returned a verdict in United States v. Peizer, finding that a company executive engaged in insider trading when, after learning of the likely termination of the company’s most important customer relationship, he …
SEC Corporation Finance Director Speaks on the State of Disclosure Review
The Dark Side of Safe Harbors
Safe harbors are useful and nifty. Consider the SEC’s accredited investor safe harbor under Rule 506 of Regulation D, which allows private securities offerings to sufficiently wealthy investors. Rule 506 facilitates capital formation and promotes efficient markets. Yet …
Sullivan & Cromwell Discusses SEC Charge of Internal Accounting Controls Failure Based on Cybersecurity Breach
On June 18, 2024, the Securities and Exchange Commission (“SEC”) announced charges against R.R. Donnelley & Sons Company (“RRD”) for failure to maintain adequate internal accounting controls in violation of Section 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange …