Looking Under the Hood of Activist Fraud Campaigns

By Byung Hyun Ahn, Robert M. Bushman and Pano Patatoukas June 13, 2024 by renholding

Corporate fraud poses a significant agency cost for stock ownership. Activist short sellers, who conduct and publicize investigative research, play a crucial role in exposing such fraud, in contrast with most short sellers who quietly await price catalysts without public …

SEC Chair Speaks on Markets, Securities Laws, and the SEC

By Gary Gensler June 12, 2024 by renholding

I’d like to welcome you—the nearly 120 members of the “Class of 2024” attending the SEC’s International Institute on Securities Market Growth and Development. As is customary, I’d like to note that my views are my own as Chair of

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Davis Polk Discusses Appeals Court Decision Vacating SEC’s Private Fund Advisers Rule

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sijia Cai and Michael W. Brasher June 11, 2024 by renholding

On June 5, 2024, a three-judge panel on the U.S. Court of Appeals for the Fifth Circuit unanimously ruled to vacate the SEC’s new rules and amendments under the Investment Advisers Act of 1940 (the Advisers Act) that targeted private …

SEC Enforcement Chief Discusses Five Principles of Effective Cooperation in Investigations

By Gurbir Grewal June 3, 2024 by renholding

This event, together with its East Coast and now Midwest counterparts, offers regulators like me a unique opportunity to speak directly to leaders of the securities bar about issues of mutual concern. That’s what I’d like to do this afternoon

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Davis Polk Discusses Crypto Market Structure Bill in U.S. House

By Joseph A. Hall, Billy Hicks, Justin Levine, Gabe Rosenberg and Zachary J. Zweihorn May 30, 2024 by renholding

In an important step forward, the House voted to pass a bill to establish a comprehensive regulatory framework for digital assets and offering important protections for customers. It could be improved by expressly discarding Howey, Reves or similar inherently …

Sullivan & Cromwell Discusses SEC Rule Amendments to Regulation S-P

By Alyx L. Brannan, Robert W. Downes, Nicole Friedlander, Marie-Louise M. Huth and Anthony J. Lewis May 28, 2024 by renholding

On May 16, 2024, the Securities and Exchange Commission (“SEC”) significantly expanded its consumer information protection framework by adopting rule amendments (the “Final Amendments”) to Regulation S-P, which governs the protection of consumer financial information held by broker-dealers, investment companies, …

SEC Corporation Finance Chief Addresses Disclosure of Cybersecurity Incidents

By Erik Gerding May 24, 2024 by renholding

The cybersecurity rules that the Commission adopted on July 26, 2023[*] require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K.[1] If a company chooses to disclose a cybersecurity incident for which it has …

SEC Chair Gensler Speaks on Trends in Asset Management

By Gary Gensler May 17, 2024 by renholding

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 on behalf of my fellow Commissioners or the staff.

Jack Bogle, the father of

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SEC Chief Accountant on Fostering a Healthy “Tone at the Top” at Audit Firms

By Paul Munter May 16, 2024 by renholding

Audit firms are private businesses with the same legitimate interest in making a profit that all private businesses have.[1] But audit firms have also been entrusted to be essential gatekeepers in maintaining the integrity of our capital markets. The …

Insights on the Incidence, Disclosure, and Risk of Corporate Litigation

By Mary Brooke Billings, Robert W. Holthausen, Christine Petrovits and Danye Wang May 7, 2024 by renholding

Public companies face a wide range of legal claims, yet the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC) have questioned whether public companies provide sufficient disclosure to warn investors of potential losses from these claims. …

The Big Lessons from the SEC Speaks Conference 2024

By Jonathan H. Hecht, Anne E. Railton and Anna Wittman April 26, 2024 by renholding

The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about key priorities and trends in the enforcement …

What the SEC’s “Shadow Insider Trading” Trial Means for In-House Counsel

By Edward Imperatore, Haimavathi Marlier, Craig Martin, Val Dahiya, Jackie Liu and Scott Lesmes April 26, 2024 by renholding

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. …

How Delegated Corporate Voting Advances Corporate Democracy

By Sarah C. Haan April 22, 2024 by renholding

Starting in the 1930s with the earliest version of its proxy rules, the Securities and Exchange Commission gradually increased the proportion of instructed votes on a shareholder’s proxy card until, for the first time in 2022, it required a fully-instructed …

SEC Enforcement Chief Speaks on the Future of Combating Corporate Fraud

By Gurbir Grewal April 19, 2024 by renholding

One of the hallmarks of PCCE is that it brings together academics, regulators, and industry professionals, and allows us to have candid conversations about corporate misconduct and the ways in which we can all work together to improve compliance.

And

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Private Equity Negotiations

By William W. Clayton April 17, 2024 by renholding

For most of its history, the private equity industry was largely left alone by securities regulators. A basic assumption underlying this approach was that private equity fund investors are sophisticated and should therefore be able to engage in effective private …

Cleary Gottlieb Looks at New Footnote Required Under Final SEC Climate-Related Disclosure Rules

By Helena Grannis, David Lopez, Francesca Odell, Nina Bell and Jonathan Povilonis April 17, 2024 by renholding

On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum …

How the SEC Can Evade Jarkesy’s Impact

By Alexander Platt April 16, 2024 by renholding

The Supreme Court is about to eviscerate the SEC’s power to efficiently pursue fraudsters.

Or so we are told.

In SEC v. Jarkesy, the Court may hold that whenever the SEC seeks to impose monetary penalties on enforcement targets for …

John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime

By John C. Coffee, Jr. April 15, 2024 by renholding

A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …

Paul Weiss Discusses Verdict in SEC “Shadow Trading” Case

By Andrew J. Ehrlich, Gregory F. Laufer, Jessica S. Carey, Richard C. Tarlowe and Udi Grofman April 15, 2024 by renholding

On Friday, April 5, 2024, a jury in the Northern District of California found that the SEC had established that Defendant Matthew Panuwat, a former senior director of business development at biopharmaceutical firm Medivation, was liable under a civil misappropriation …

Commissioner Peirce Blasts SEC for Lack of Public Engagement

By Hester M. Peirce April 4, 2024 by renholding

Let me start by reminding you that my views are my own as a Commissioner and not necessarily those of the Securities and Exchange Commission (“SEC”) or my fellow Commissioners. It is good to be back at SEC Speaks and

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