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Securities and Exchange Commission
Debevoise & Plimpton Discusses SEC’s Proposed SPAC Rules and Investment Banks
The new rules relating to special purpose acquisition companies proposed by the Securities and Exchange Commission on March 30, 2022, would, if adopted, have far-reaching effects on investment banks involved in business combination transactions involving SPACs. The proposed rules aim …
SEC Commissioner Speaks on IPOs and the Rise of SPACs
Thank you Hal [Scott] for that kind introduction and for inviting me to speak today. I am honored to precede such an esteemed panel of practitioners and academics. As always, I must give my standard disclaimer that my remarks are
SEC Chair Gensler Speaks on U.S. Bond Market
Thank you. It’s good to be with City Week again. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of the Commission or SEC staff.
Since we are in
Debevoise & Plimpton Discusses SEC Enforcement Action Highlighting Whistleblower-Related Rules
On April 12, the Securities and Exchange Commission (the “SEC” or the “Commission”) announced settled charges against David Hansen, the co-founder and former Chief Information Officer of a Las Vegas technology company, for violations of Rule 21F-17(a). In settling the …
Sullivan & Cromwell Discusses the Implications for Financial Institutions of Proposed SEC Climate Disclosure Rules
On March 21, 2022, the Securities and Exchange Commission proposed, in a 510-page release, climate-related disclosure rules for public companies. Although the proposed rules do not impose industry-specific requirements, in certain areas they would have a particularly significantly impact …
Congress Should Grant the SEC Oversight of Digital Asset Spot Markets
The Commodity Futures Trading Commission (CFTC) has classified Bitcoin and Ether – and by extension other cryptocurrencies that are similarly structured – as commodities (courts have also upheld this classification). While the CFTC regulates commodity derivatives, they do not regulate …
The Importance of Independent Internal Investigations
Internal investigations have become a necessity in today’s increasingly complex legal environment. They are now considered standard practice for businesses responding to serious allegations of financial misconduct and, when properly conducted, play a critical role in determining the credibility of …
Cleary Gottlieb Discusses SEC’s Proposed Climate-Change Disclosure Rules: The Climate Note to Audited Financial Statements
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. …
Arnold & Porter Discusses Today’s SEC Examination Priorities, Tomorrow’s SEC Enforcement Actions
Rounding out a series of quarter-end announcements from the US Securities and Exchange Commission (SEC), the Division of Examinations (Exams) announced its 2022 examination priorities on March 30, 2022. These priorities reflect SEC Chair Gary Gensler’s stated view that the …
A Tokenized Future: Regulatory Lessons from Crowdfunding and Standard Form Contracts
Cryptocurrencies and other digital assets (“crypto”) are surging in popularity. If cryptos are securities (“investment contracts” under the Howey test), they must be sold in accordance with the federal securities laws. This likely requires registration with the Securities and Exchange …
SEC Chair Gensler Speaks Further on Climate-Risk Disclosure Proposal
Thank you. It’s good to be with Ceres for today’s investor briefing. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff.
As you all
Wachtell Lipton Discusses SEC’s Proposed Climate-Related Disclosure Rules and Audit Committees
The SEC’s proposed amendments to Regulations S‑K and S‑X to require new climate-related disclosures will, if adopted, require an expansion in the scope and responsibilities of audit committees. As described in our prior memo, the rules contemplate domestic and foreign …
SEC Chair Gensler Talks Registration of Security-Based Swap Execution Facilities
Today [April 6], the Commission is considering a proposal to create a framework for the registration of security-based swap execution facilities (security-based SEFs). I am pleased to support this proposal because, if adopted, it would increase the transparency and integrity
SEC Says “Control Deficiency” Gave Enforcement Staff Access to Privileged Documents
The Commission has identified a control deficiency related to the separation of its enforcement and adjudicatory functions within its system for administrative adjudications. When this deficiency was identified, the Chair immediately notified the other Commissioners and directed the staff to
Climate Change, Corporate Valuation, and the Proposed SEC Disclosure Regulations
On March 21, 2022, the Securities and Exchange Commission (SEC) released its statement on proposed mandatory climate risk disclosure. In the statement, Chairman Gensler said, “Today, investors representing literally tens of trillions of dollars support climate-related disclosures because they recognize …
SEC Chair Gensler Speaks on Crypto Markets
Thank you. It’s great to be with you all at this event, particularly as the University of Pennsylvania is my alma mater. I was over at Wharton, and what I knew of the law school is that the library stacks
Should All Trading While in Possession of Inside Information Be Illegal?
In a new article, I answer in the affirmative the question posed in the title of this post. In the United States, we should replace our current regime of muddled and confused insider trading law with a sweeping prohibition …
Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season
Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. …
SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal
Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.”[1] If we adopt the