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

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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 …

SEC Chair Gensler Speaks on Re-Proposed Amendments to FINRA Membership Exemption

By Gary Gensler August 1, 2022 by renholding

Today [July 29], the Commission unanimously voted to re-propose amendments to Rule 15b9-1 regarding when broker-dealers are required to register with the Financial Industry Regulatory Authority (FINRA). These amendments would cause some of the most active participants in our equity …

Gibson Dunn Discusses Shareholder Proposal Developments for the 2022 Proxy Season

By Elizabeth Ising, Thomas J. Kim, Ronald O. Mueller, Lori Zyskowski and Geoffrey E. Walter July 29, 2022 by renholding

This post provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season,^[1] including statistics and notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests.^[2]…

Skadden Discusses Ramifications of Cryptocurrency Insider Trading Case

By Alexander C. Drylewski, Stuart D. Levi, Daniel Michael, Mana Ghaemmaghami and Anita Oh July 28, 2022 by renholding

On July 21, 2022, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) each brought insider trading charges against a former Coinbase product manager, his brother and a close friend for using material non-public information (MNPI) to …

SEC Director of Investment Management Speaks at PLI

By William A. Birdthistle July 27, 2022 by renholding

Good afternoon. Thank you, Paulita and Rajib, for your gracious invitation and kind welcome to this year’s program on current issues and trends in Investment Management.[1] As I suspect many of you know – and as the spring regulatory …

SEC Enforcement Chief Testifies Before U.S. House Committee on Financial Services

By Gurbir Grewal July 26, 2022 by renholding

Thank you for inviting me to testify today on behalf of the Division of Enforcement (“Enforcement” or the “Division”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”).

Since its founding more than 85 years ago, the SEC

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Davis Polk Discusses SEC’s Final Rules on Proxy Advisory Firms

By Ning Chiu, Nicole Brookshire, Joseph A. Hall, Michael Kaplan and Richard D. Truesdell Jr. July 21, 2022 by renholding

When the SEC adopted the rules governing proxy advisory firms two years ago, then-Chair Clayton emphasized that the rules were “the fruits of a rigorous and well-functioning rulemaking process where final rules reflect and benefit from the input of a …

What Are NFTs and Why Are They So Controversial?

By Aarthi Anand July 19, 2022 by renholding

Nonfungible token (NFT or Token) was the word of the year in 2021, as NFT sales exceeded $4 billion in monthly trading volume in January 2022 after generating more than $23 billion in sales in 2021. Celebrities including musicians Eminem…

SEC Chair Gensler Addresses Proposed Amendments to Rule 14a-8, Proxy-Voting Advice Rules

By Gary Gensler July 14, 2022 by renholding

Today [July 13], the Commission will consider proposed amendments to Rule 14a-8 that would provide greater certainty as to the circumstances in which companies are able to exclude shareholder proposals from their proxy statements. I am pleased to support the …

How SPACs Disable Indirect Investor Protection

By Holger Spamann and Hao Guo July 11, 2022 by renholding

Special Purpose Acquisition Companies (SPACs) are a trap for unwary investors. In standard public equity securities, even the most naïve investor is protected, first, by the market price – you pay only for what you get – and, second, by …

FTI Law Discusses Accountability at the SEC Enforcement Division

By John Joy July 11, 2022 by renholding

Whistleblower Frances Haugen recently reported Facebook to the U.S. Securities and Exchange Commission (SEC) for allegedly fraudulent statements Facebook made to investors. Millions of people all over the world tuned in to hear Haugen testify before Congress about the wrongdoing …

SEC Commissioner Peirce Discusses Chief Compliance Officer Liability

By Hester M. Peirce July 8, 2022 by renholding

I write in support of the settled administrative proceeding against Hamilton Investment Counsel LLC (“HIC”) and Jeffrey Kirkpatrick.[1] Because Mr. Kirkpatrick was both a principal and the chief compliance officer (“CCO”) of HIC, the action against him merits close

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Reimagining Board Committees to Accommodate Worker Voice

By Douglas K. Chia July 5, 2022 by renholding

Employees at U.S. public corporations have increasingly demanded that their concerns be heard at the very senior levels of management. If current trends continue, boards of directors could also be challenged to accommodate “worker voice” more formally. Rather than being …

Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed

By Jeffrey N. Gordon June 28, 2022 by renholding

Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act. As I explained in a recent comment letter to the SEC, the …

The Lummis-Gillibrand Responsible Financial Innovation Act

By Joel Seligman June 27, 2022 by renholding

On June 10, 2022, U.S. senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced S. 4356, their Responsible Financial Innovation Act, to transfer most regulation of cryptoproducts to the Commodity Futures Trading Commission (CFTC}, essentially ousting the SEC, presumably perceived …

SEC Commissioner Peirce Criticizes Regulatory Flexibility Agenda

By Hester M. Peirce June 24, 2022 by renholding

Chair Gensler’s Regulatory Flexibility Agenda [1] for the Securities and Exchange Commission sets forth flawed goals and a flawed method for achieving them. The agenda, if enacted, risks setting off the regulatory version of a rip current—fast-moving currents flowing away

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Corporate Criminal Liability for ESG Initiatives Is on Its Way

By J.S. Nelson June 23, 2022 by renholding

The Securities and Exchange Commission (“SEC”) has signaled that it wants to increase enforcement against “greenwashing” – misrepresentation of a company’s environmental actions. It is not yet clear, though, whether these enforcement efforts will expand the risk of corporate criminal …

Skadden Discusses Senate Bill to Create Regulatory Structure for Crypto and Other Digital Assets

By Alexander C. Drylewski, Nathan W. Giesselman, Stuart D. Levi, Daniel Michael, Bao Nguyen and Andrew R. Beatty June 23, 2022 by renholding

In recent years, innovation in the blockchain or “Web3” space has been impacted by uncertainty on the regulatory front. Undoubtedly, the greatest area of uncertainty has involved the Securities Exchange Commission (SEC) and its application of the so-called Howey test …

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