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Securities and Exchange Commission
Skadden Discusses Final SEC Rules on SPACs and De-SPACs
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in business combination transactions involving SPACs (de-SPACs). …
SEC Chair Speaks on AI, Finance, Movies, and the Law
Good afternoon. 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.
SEC Rulemaking and Litigation in Chair Gensler’s First 1000 Days
Many claims have been made about the current pace of SEC rulemaking, some inconsistent with reality. The U.S. Chamber of Commerce, for example, has claimed that under Chair Gary Gensler the SEC launched an “unprecedented” “barrage of rulemaking.”[1] A …
Davis Polk Discusses New SEC Rules on Definition of “Dealer”
On February 6, 2024, the SEC adopted by a 3-2 vote a set of final rules that “further define” terms used in the statutory definition of “dealer,” adjusting the “dealer-trader” distinction in a way that could significantly expand the scope …
SEC Adopts New Rule on Reporting by Private Fund Advisers
Today [February 8], the Commission voted to adopt amendments to Form PF, an important reporting tool whereby the Commission and the Financial Stability Oversight Council (FSOC) receive reporting from private fund advisers. I am pleased to support the adoption because
The Role of Corporate Boards in Disclosure Policy and Enforcement
Managers have strong incentives to present a favorable image of their companies to investors, analysts, and the public, raising concerns about the credibility of voluntary disclosures. These concerns are particularly severe for unaudited forward-looking disclosures because they are often qualitative …
Debevoise Discusses SEC Whistleblower Action Over Retail Client Agreements
On January 16, 2024, the Securities and Exchange Commission announced a settled enforcement action against JP Morgan Securities, LLC (“JPMS”) for violating Rule 21F-17(a) of the Securities Exchange Act of 1934.[1] Like other recent 21F-17(a) cases brought by the …
Davis Polk Discusses Dodd-Frank Clawback Rules’ Application to Subsidiary Issuers, Guarantors
Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.
In October 2022, the SEC adopted the final clawback rule mandated by the Dodd-Frank Act …
How Direct Listings Compare With Initial Public Offerings
Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …
SEC Chair Speaks on Denial of Petition to Change No-Admit, No-Deny Policy
Today [January 30], the Commission denied a Petition for Rulemaking[1] to amend Rule 202.5(e), more commonly known as the Commission’s no-admit/no-deny policy. I was pleased to support the Commission’s decision.
The Commission’s no admit/no deny policy was adopted in
SEC Commissioner Dissents from Denial of Petition to Change No-Admit, No-Deny Policy
I dissent from the Commission’s denial of a petition to amend Rule 202.5(e), our so-called gag rule.[1] This de facto rule follows from the Commission’s enforcement of its policy, adopted in 1972, that it will not “permit a defendant
Fintech and the False Promise of Techno-Solutionism
SEC Commissioner Dissents on Final SPAC Rules
Today [January 24], the Commission considers a lengthy adopting release of nearly 600 pages that extensively describes numerous disclosure, dissemination, forward looking statement, liability, and accounting provisions purportedly designed to advance investor protection and facilitate capital formation for special purpose …
Regulate Congressional Trading Through Registration Under the Securities Laws
Illegal insider trading is the weird Barbie of securities regulation, a concept that, like the movie-version of the doll, has been pushed and pulled and misshapen over time. It started with the notion that trading securities of a company based …
SEC Commissioner Speaks on Offerings Exempted from Registration
I am honored to be delivering the Alan B. Levenson Keynote Address before so many distinguished securities law practitioners. Alan’s legacy and work at the Commission staff still resonates on the securities industry and market participants today.
Alan served as
How to Curb Abuses of Insider Abstention and Rule 10b5-1 Plans
Company insiders will typically possess material non-public information (MNPI) about their companies. To allow them to trade, the SEC in 2000 adopted Rule 10b5-1, which provides an affirmative defense to insider trading liability if the trades are made pursuant to …
Davis Polk Discusses $220 million Resolution of FCPA Case Against SAP
On January 10, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) announced parallel resolutions with SAP, a German software company, to resolve investigations into violations of the Foreign Corrupt Practices Act (FCPA). According to the resolutions, …
Why Is the Number of Securities Class Actions Alleging Insider Trading Dropping?
In a typical year, the Securities and Exchange Commission (SEC) brings a few dozen enforcement cases against individuals for insider trader. These cases are typically settled before a decision by a court. Many of the issues raised by insider selling …
SEC Chair Gensler Speaks About Approval of Spot Bitcoin Exchange-Traded Products
Today [January 10], the Commission approved the listing and trading of a number of spot bitcoin exchange-traded product (ETP) shares.
I have often said that the Commission acts within the law and how the courts interpret the law. Beginning under