SEC Chair Gensler on Proposed Rules for U.S. Treasuries Clearing

By Gary Gensler September 15, 2022 by renholding

Today [September 14], the Commission will consider whether to propose standards for covered clearing agencies (also known as clearinghouses) regarding the clearance of certain trades involving U.S. Treasury securities. I am pleased to support these rules because, if adopted, they …

The Attack on Nasdaq’s Board Diversity Rule

By Darren Rosenblum, John Livingstone, Anat Alon-Beck and Michal Agmon-Gonnen September 13, 2022 by renholding

The recent pushback by conservative legal groups against equality and diversity on corporate boards has accelerated to new levels in the past few months. The latest example is a challenge to Nasdaq’s board diversity rule, which was approved in August …

SEC Enforcement Chief Speaks on the Need to Police Crypto

By Gurbir Grewal September 12, 2022 by renholding

This morning,[1] I’d like to return to a theme I’ve touched on repeatedly in speeches throughout my first year on the job, and that is the urgent need to restore trust in our institutions, government, and the legal and …

SEC Chair Gensler Speaks on Crypto and the Securities Laws

By Gary Gensler September 9, 2022 by renholding

Joseph Kennedy, the first Chairman of the SEC, had a saying: “No honest business need fear the SEC.”[1]

In the depths of the Great Depression, Congress and President Franklin Delano Roosevelt (known for a slightly more famous quotation about

…

SEC Accounting Chief Warns Chinese Companies About Risks of Changing Auditors

By Paul Munter September 8, 2022 by renholding

One of the recent central themes of the Office of the Chief Accountant[1] has been that high-quality audits are foundational to the trust that underlies capital markets.[2] High-quality audits protect investors, instill shareholder confidence in the quality of …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević September 7, 2022 by renholding

The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today [September 1]. The resurgence of activism is already in progress, and the universal proxy card may significantly facilitate some proxy contests in which an …

Climate Change, West Virginia v. EPA, and the SEC’s Distinctive Statutory Mandate

By Jill E. Fisch, George S. Georgiev, Donna M. Nagy and Cynthia A. Williams September 6, 2022 by renholding

In March 2022, the Securities and Exchange Commission (SEC) proposed a rule that would require publicly traded companies to provide investors with various climate-related disclosures (the Proposal).[1]The rule has generated extensive debate and the SEC has received more …

Skadden Discusses SEC’s Pay Versus Performance Disclosure Rules

By Shalom D. Huber, Raquel Fox, Joseph M. Penko, Kristin M. Davis and Loren A. Kole September 6, 2022 by renholding

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named executive officers (NEOs) and the company’s financial performance. The …

How Mutual Funds Change Benchmarks to Manipulate Performance

By Kevin Mullally and Andrea Rossi August 29, 2022 by renholding

Investors allocate capital to mutual funds based on past performance and the perception of whether a fund can “beat the market.” In fact, mutual fund companies explicitly promote their funds based on these factors, knowing that investors will respond. The …

SEC Adopts Amendments to Its Whistleblower Rules

By Reynolds Holding August 29, 2022 by renholding

On August 26, the Securities and Exchange Commission adopted two amendments to the rules governing its whistleblower program. The first amendment expands the circumstances where the SEC can pay whistleblowers for their information and assistance in legal actions not brought …

Insider Traders Have Found Their Way to Cryptocurrency Markets

By Ester Félez-Viñas, Luke Johnson, and Tālis J. Putniņš August 26, 2022 by renholding

On July 21, 2022, the U.S. Securities and Exchange Commission (SEC) commenced the first ever lawsuit charging insider trading in cryptocurrency markets. A former employee of Coinbase – a major cryptocurrency exchange – together with his brother and a friend, …

SEC Chair Gensler on Final Rule About Pay Versus Performance

By Gary Gensler August 26, 2022 by renholding

Today [August 25], the Commission voted to adopt a rule requiring certain public companies to disclose information regarding their executives’ compensation and how such compensation relates to the company’s financial performance. I was pleased to support this rule—so-called “pay versus …

Baker McKenzie Discusses the Evolving Securities Legal Framework of ESG Issues

By Paul Chander, Perrie Weiner and Aaron Goodman August 25, 2022 by renholding

In 2021 and 2022, as the market continued to focus increasingly on environmental, social, and governance (“ESG”) issues, government financial regulators across many independent agencies strongly indicated that increased enforcement relating to ESG is on the horizon, while private plaintiffs …

Wachtell Lipton Discusses Regulating Cryptoassets With Existing Tools

By Kevin S. Schwartz, Rosemary Spaziani , David M. Adlerstein, David E. Kirk and Sabina M. Beleuz August 23, 2022 by renholding

For all the press lamenting the “crypto winter” and urging long-term legislative overhaul, there has not been sufficient attention to how existing regulatory tools can be employed to address some of the key risks and vulnerabilities in the current crypto …

Why Activist Hedge Funds Deserve Representation on Corporate Boards

By Martin Gregor and Beatrice Michaeli August 22, 2022 by renholding

Activist hedge funds will soon likely have greater leverage in proxy contests, thanks to a new rule from the Securities and Exchange Commission. But will that benefit shareholders who care about long-term value? Our study suggests that it will – …

Davis Polk Discusses What’s Missing from Bipartisan Bills to Regulate Crypto

By Joseph A. Hall, Dan Gibbons, Gabriel D. Rosenberg and Zachary J. Zweihorn August 15, 2022 by renholding

In the last few weeks, two bills with the potential to bring needed regulatory certainty to the U.S. digital asset industry were introduced in the Senate with solid bipartisan backing.

In June, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) …

Revisiting Corporate Bylaws for the Universal Proxy Era

By Eduardo Gallardo August 11, 2022 by renholding

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a contested director election to …

SEC Chair Gensler on Proposed Joint Amendments to Form PF

By Gary Gensler August 11, 2022 by renholding

Today [August 10], the Commission is considering whether to propose joint amendments with the Commodity Futures Trading Commission (CFTC) to Form PF, an important reporting tool that the Commission and the Financial Stability Oversight Council (FSOC) use, respectively, to protect

…

The Whistleblower Industrial Complex

By Alexander Platt August 4, 2022 by renholding

How do a few dozen SEC and CFTC staffers sift through the avalanche of tips submitted under Dodd-Frank whistleblower “bounty” programs to determine which ones to investigate?

The answer: They don’t.

Using new data obtained from both agencies under the …

Paul Weiss Discusses Second Circuit Ruling on Liability Under Rule 10b-5(a) and (c)

By Geoffrey R. Chepiga, Andrew J. Ehrlich, Walter G. Ricciardi, Kannon K. Shanmugam and Audra J. Soloway August 3, 2022 by renholding

On July 15, 2022, the Second Circuit held[1] in SEC v. Rio Tinto plc,[2] that the Supreme Court’s ruling in Lorenzo v. SEC[3] did not abrogate the rule in the Second Circuit that alleged misrepresentations and …

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