Securities and Exchange Commission

Do Managers Factor Litigation Risk into Their Environmental Disclosure Decisions?

By Scott Robinson, Nikki Skinner and Jasmine Wang April 19, 2023 by renholding

The SEC has proposed mandating climate disclosure to meet investor demand for information about the environmental risks firms face and managers’ plans to mitigate their firms’ environmental impacts.  Yet critics worry that the proposed mandate would increase risks of litigation …

Wachtell Lipton Discusses Constitutional Challenges to Ongoing SEC and FTC Administrative Proceedings

By John F. Savarese, Kevin S. Schwartz, Noah B. Yavitz, Adam L. Goodman and Jacob Miller April 19, 2023 by renholding

We previously reported on the Supreme Court’s grants of certiorari in SEC v. Cochran and Axon Enterprise, Inc. v. FTC, in which the Court agreed to consider whether federal district courts have jurisdiction to hear constitutional challenges to the …

SEC Chair Gensler Speaks on Alternative Trading Systems and the Definition of an Exchange

By Gary Gensler April 17, 2023 by renholding

Today [April 14], the Commission is considering whether to issue a supplemental release to our January 2022 proposal requiring significant trading platforms—including in the Treasury markets—to come under important rules for the markets. I believe this supplemental release would help

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Cooley Discusses the Risk of Liability from Sustainability Reports

By Cydney Posner April 14, 2023 by renholding

In April of last year, as described in this press release, the SEC filed a complaint against Vale S.A., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false …

SEC Chair Testifies on FY 2024 Budget Request Before House Subcommittee

By Gary Gensler April 6, 2023 by renholding

Good afternoon, Chair Womack, Ranking Member Hoyer, and members of the Subcommittee. Thank you for inviting me to testify today on the Securities and Exchange Commission’s Fiscal Year (FY) 2024 budget request. As is customary, I’d like to note that

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Skadden Discusses Proposed SEC Expansion of Custody Rule Safeguards for Investment Advisers

By Anna Rips, Anastasia T. Rockas, TJ Wells and Marc Sana April 4, 2023 by renholding

On February 15, 2023, the Securities and Exchange Commission (SEC) proposed new rules and amendments (Proposal) to Rule 206(4)-2 (Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act). The Proposal would, if adopted as written:

• Redesignate the current

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Davis Polk Discusses New SEC Cybersecurity Requirements for Regulated Market Participants

By Robert A. Cohen, Greg D. Andres, James W. Haldin, Gabriel D. Rosenberg and Zachary J. Zweihorn March 29, 2023 by renholding

The SEC proposed an array of new cybersecurity-related requirements in the form of: (1) an expansive new Rule 10, (2) extending the reach of Regulation SCI, and (3) expanding Regulation S-P, including to require incident response programs. The SEC also …

Climate Disclosure Line-Drawing and Securities Regulation

By Virginia Harper Ho March 27, 2023 by renholding

In 2022, the Securities and Exchange Commission (SEC) proposed climate disclosure rules requiring each public company to tell investors specifically about the financial effects of climate risk on the company and how the company assesses those risks. The rules will …

Covington Discusses SEC’s Focus on Cybersecurity Incident Disclosure

By David Engvall, Ashden Fein, Gerald Hodgkins, Ian Macdonald and Micaela McMurrough March 27, 2023 by renholding

On March 9, 2023, the Securities and Exchange Commission (the “SEC”) Enforcement Division’s Crypto Assets and Cyber Unit announced a settlement with Blackbaud, Inc. involving allegations of inadequate disclosure controls and procedures and material misstatements and omissions concerning a 2020 …

SEC Chair Gensler Speaks on Requirement to File Electronically

By Gary Gensler March 23, 2023 by renholding

Today [March 22], the Commission is considering a proposal under the Exchange Act to require broker-dealers and other registrants to submit forms electronically. I am pleased to support this proposal because, if adopted, it would advance the Commission’s efforts to

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SEC Chair Gensler on Recent Bank Failures, Enhanced Cybersecurity for Market Entities

By Gary Gensler March 16, 2023 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on March 15th, 2023. I want to welcome members of the public who are listening in.

Before we get to today’s agenda, I want to address

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SEC Commissioner Speaks at Columbia’s Going Public in the 2020s Conference

By Mark T. Uyeda March 7, 2023 by renholding

Good morning and thank you, [Columbia Law School] Dean [Gillian] Lester, for the introduction. I am honored to speak to this distinguished group of academics, practitioners, and regulators at today’s “Going Public in the 2020s” conference. My remarks reflect solely

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Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

By Shalom D. Huber and Loren Koles March 6, 2023 by renholding

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …

SEC Chair Gensler Speaks Before the Investor Advisory Committee

By Gary Gensler March 3, 2023 by renholding

Good morning. I am pleased to join the Investor Advisory Committee. 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.

I want to

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

By Kyoko Takahashi Lin and Ning Chiu March 2, 2023 by renholding

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …

Using ETFs to Conceal Insider Trading

By Elza Eglīte, Dans Štaermans, Vinay Patel and Tālis Putniņš March 1, 2023 by renholding

On August 17, 2021, the Securities and Exchange Commission (SEC) filed the first lawsuit charging insider trading in an economically related stock. A former employee of Medivation (MDVN, a mid-sized biopharmaceutical company) was charged for trading on confidential information about …

Davis Polk Discusses SEC Adoption of T+1 Settlement, Effective May 2024

By Maurice Blanco, Michael Kaplan, Byron B. Rooney, Richard D. Truesdell Jr. and Zachary J. Zweihorn February 23, 2023 by renholding

The SEC adopted a final rule to shorten the standard settlement cycle for most securities transactions from two business days (T+2) to one business day following the trade date (T+1). Many market participants had favored a September 3, 2024 compliance …

How to Reform Our Abysmal Insider Trading Framework 

By Marc I. Steinberg February 21, 2023 by renholding

The U.S. insider trading framework is a mess.  Principles apply that are inconsistent with one another and that treat similarly situated persons in a disparate manner. In my 2021 book and a forthcoming book chapter, I argue that, rather than …

Debevoise Discusses Proposed SEC Rule to Prohibit Conflicts of Interest in Certain Securitizations

By Marc Ponchione, Jeff Robins and Jeremy Lin February 21, 2023 by renholding

On January 25, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a proposed rule to prohibit material conflicts of interest in the sale of asset-backed securities (“ABS”). The proposed rule is a re-proposal of a rule that was first …

Comparing Auditors’ and Users’ Materiality Judgments

By Marcus Doxey and Chez Sealy February 20, 2023 by renholding

Materiality is a ubiquitous concept in accounting and auditing. Accounting and disclosure rules, with few exceptions, are bounded by materiality, meaning that if a matter is immaterial, it is often exempted from the accounting rules. In respect to audits, the …