Columbia Law School
Sky Blog
Thank you, Chair Gensler. Although better than the proposal, this final cybersecurity disclosure rule continues to ignore both the limits to the SEC’s disclosure authority and the best interests of investors. Moreover, the Commission has failed to explain why we
Securities and Exchange Commission
Skadden Discusses New Senate Crypto Bill Limiting SEC Regulatory Role
A bipartisan bill introduced in the U.S. Senate two weeks ago seeks “to bring crypto assets within the regulatory perimeter” by granting oversight responsibility to the Commodity Futures Trading Commission (CFTC) for most forms of cryptocurrency.
The new bill, sponsored …
How the SEC Uses Information Disclosed on Earnings Conference Calls
Earnings conference calls are an important way for firms to communicate with external stakeholders. Equity shareholders, buy-side and sell-side analysts, debtholders, and other capital market participants view the calls as informative beyond the contemporaneous earnings announcements. Yet, little is known …
New California Legislation Would Be a Major Step Forward for Climate Disclosure
SEC Chair Gensler Speaks About the Financial Risks of Artificial Intelligence
Thank you, Mark, for that kind introduction. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I’m not speaking on behalf of my fellow Commissioners or the
… 
Ripping the Ripple Opinion
Last Thursday’s split summary-judgment decision in the case that the Securities and Exchange Commission (SEC) brought against Ripple Labs, Inc. (Ripple) and certain of its senior leaders is bonkers. In partly holding for the defendants, the opinion ignores well established …
SEC v. Ripple: Everyone Loses
On July 13, Judge Analisa Torres handed down a long-awaited decision in SEC v. Ripple. Crypto enthusiasts immediately began celebrating the opinion as holding that XRP, the Ripple token, was not a security. Others welcomed the finding that certain …
Contests Under Universal Proxy Rules Have Produced Mixed Results
There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests reveals several themes.
Overall Results: Activists obtained a board seat …
SEC Chair Speaks About Proposed Rules on Money Market Funds, Customer Protection
Today [July 12], the Commission is considering adopting final rules to enhance money market funds’ liquidity and investor protection. I support this adoption because it will enhance these funds’ resiliency and ability to protect against dilution.
Money market funds—nearly $6
Shareholder Proposals and the Debate over Sustainability Disclosure
In March 2022, the U.S. Securities and Exchange Commission (SEC) proposed a rule requiring public companies to make certain climate-related disclosures as part of their securities filings.[1] The rule has been highly controversial, generating thousands of comment letters in …
SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8
Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and
SEC Chair Gensler Speaks to Investor Advisory Committee
Good morning. I’m pleased to speak with the Investor 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 on behalf of
Sullivan & Cromwell Discusses SEC Adoption of Amendments to Regulation M
On June 7, 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation M, replacing the investment-grade exceptions for non-convertible debt or preferred equity securities with credit risk exceptions based on a specified probability of default threshold assessed …
Wachtell Lipton Discusses Congressional Bill Proposing Comprehensive Cryptoasset Legal Framework
On June 2, the Chairs of the House Committees on Financial Services and Agriculture jointly released an ambitious discussion draft of new legislation aimed at filling the persistent gap in regulation of spot cryptoasset markets and to resolve lingering uncertainty…
Clandestine Corporate Political Spending as Illicit Insider Trading
Fueled by the landmark decision in Citizens United, which granted corporations essentially the same political speech rights as humans, corporations continually attempt to control political outcomes, ostensibly to promote shareholder value.[1] During the 2022 election cycle, corporations and business …
SEC Chair Gensler Speaks Before the Small Business Capital Formation Advisory Committee
Good morning, everyone. It’s a pleasure 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
Paul Weiss Discusses SEC’s New Clawback Listing Standards
The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq. As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to …
SEC Chair Speaks on New Rules Related to Security-Based Swaps
Today [June 7], the Commission is considering adopting two final rules related to the security-based swaps markets. I am pleased to support these rules because they will enhance the integrity of the security-based swaps markets.
The 2008 financial crisis had
Cleary Gottlieb Discusses Final SEC Rule on Corporate Buybacks
On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted rules to require more detailed qualitative and quantitative disclosure from reporting issuers regarding their share repurchases. While the final rules did not include some of the more onerous …
SEC Comment Letters for Regulation A Filings Send Quality Signals to Investors
Can the tone or sentiment of an SEC comment letter provide a signal to investors about the quality of an underlying firm? In a new study, I examine that question in the context of Reg A filings.[1]
My study, …