Paul Hastings Discusses SEC’s Crypto Victory in the LBRY Case

By Kenneth Herzinger, Nick Morgan, Eric Sibbitt and Derek Evan Wetmore November 28, 2022 by renholding

On November 7, a federal judge ruled that LBRY Credits (“LBC”) are securities, and thus LBRY violated Section 5 of the Securities Act of 1933 by selling LBC.[1] LBRY responded with a tweet describing the ruling as “extraordinarily dangerous …

SEC Enforcement Chief Speaks on Penalties, Investigations, and Compliance

By Gurbir Grewal November 22, 2022 by renholding

Throughout my first year as Director, I have spoken[1] often about the public’s declining trust in our institutions and financial markets.[2] I have observed that, while there is no single cause for this decline of trust, it is

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Can Shareholder Lawsuits Police Companies’ Climate Disclosures?

By Emily Strauss November 18, 2022 by renholding

In March 2022, the SEC proposed mandatory climate disclosures for public companies.[1] While climate activist investors applauded the proposed rules, opponents lamented their scope and cost, arguing that the SEC lacks the authority to promulgate such rules. But the …

SEC Announces Enforcement Results for FY 2022

By Securities and Exchange Commission November 16, 2022 by renholding

The Securities and Exchange Commission today [November 15] announced that it filed 760 total enforcement actions in fiscal year 2022, a 9 percent increase over the prior year. These included 462 new, or “stand alone,” enforcement actions, a 6.5 percent …

Social Washing or Credible Communication?

By Nathan C. Goldman and Yuan Zhang November 15, 2022 by renholding

Investor demand for information about firms’ environmental, social, and governance (ESG) commitments has prompted substantial corporate disclosure of their ESG activities. However, these disclosures often raise questions of “social washing,” where firms make unsubstantiated claims or misrepresent their company as …

SEC Investment Management Chief Speaks on Regulation Outside the U.S.

By William A. Birdthistle November 15, 2022 by renholding

Good morning. Thank you, Mark, for your kind invitation to speak with you all today – and congratulations on the 25^th anniversary of this conference. I am deeply honored to be giving the Scott Friestad Memorial Keynote address, particularly

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All Stick and No Carrot? Reforming Public Offerings

By Stephen J. Choi and Adam C. Pritchard November 14, 2022 by renholding

The traditional IPO was once the dominant path to raising capital for a growing company, but challengers, most notably SPACs and direct listings, have emerged. In our essay, we argue that the regulation of public offerings should seek to facilitate …

Arnold & Porter Discusses State Attorneys General Probes of Banks with Net-Zero Pledges

By Rob Azarow, Brian Israel, Teresa Johnson, Kevin Toomey and Erik Walsh November 10, 2022 by renholding

On October 19, 2022, 19 Republican state attorneys general (the AGs) launched a coordinated investigation by issuing civil investigative demands (CIDs) to six major US banks. The CIDs seek information related to the banks’ membership in the United Nations’ Net-Zero …

What CEOs Really Get Paid under Long-term Incentive Plans

By Zhi Li, Qiyuan Peng and Lingling Wang November 9, 2022 by renholding

U.S. public firms increasingly use long-term performance-based plans to compensate CEOs. Under these plans, CEOs are expected to receive different levels of pay based on how the firm performs relative to various performance goals over multi-year periods. For example, Tesla …

Issues to Consider before Mandating ESG Disclosures through Securities Regulation

By Hans B. Christensen November 4, 2022 by renholding

A recent policy innovation is the use of securities regulations to solve social challenges. It started with mine-labor-safety and conflict-minerals disclosures in the 2010 Dodd-Frank Act and continues today with the Securities and Exchange Commission (SEC) proposal to mandate climate …

SEC Chair Gensler Speaks on Enforcement

By Gary Gensler November 4, 2022 by renholding

My thanks to the Practising Law Institute and the 54^th Annual Institute on Securities Regulation. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners

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Davis Polk Discusses New SEC Rules on Fund Shareholder Reports

By Gregory S. Rowland, Michael S. Hong, Sarah E. Kim, Leor Landa and Matthew R. Silver November 3, 2022 by renholding

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new rule and form amendments (the Amendments) that require mutual funds and exchange-traded funds to (i) transmit annual and semi-annual shareholder reports that highlight certain key information such as …

A New Approach to Measuring Litigation Risk

By Antonis Kartapanis and Christopher G. Yust November 2, 2022 by renholding

Securities litigation is a major and costly source of corporate risk that can affect many aspects of companies’ operations. The task of identifying the causes and consequences of this risk is, however, challenging because researchers observe only companies that are …

Are We Seeing Double? Regulatory Overlap Between the SEC and the PCAOB

By Sarah J. Williams October 31, 2022 by renholding

The U.S. Securities and Exchange Commission (SEC) recently announced that it was initiating proceedings against a former audit partner at PricewaterhouseCoopers LLP for violating professional standards in reviewing the financial statements of Mattel, Inc. One might wonder why it is …

Davis Polk Discusses FSOC Report on Financial Stability Risks of Digital Assets

By Randall D. Guynn, Luigi L. De Ghenghi, Joseph A. Hall, Gabriel D. Rosenberg and Margaret E. Tahyar October 31, 2022 by renholding

The report recently issued by the Financial Stability Oversight Council (FSOC) is quite different from the other reports published so far by the U.S. financial regulators in response to Executive Order 14067 on digital assets (FSOC Report).1 Helpfully, this …

SEC Chair Gensler on Rules Regarding Compensation Clawbacks

By Gary Gensler October 28, 2022 by renholding

Today [October 26], the Commission is considering adopting final rules mandated by the Dodd-Frank Act regarding clawbacks of erroneously awarded incentive-based compensation. I believe that these rules, if adopted, would strengthen the transparency and quality of corporate financial statements, investor

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SEC Commissioner Peirce on Flaws in New Clawback Rules

By Hester M. Peirce October 28, 2022 by renholding

What we are doing today [October 28]—implementing the statutory clawbacks mandate—is commendable. But how we are doing it—expansively, inflexibly, and impractically—is not. Accordingly, I cannot vote to adopt this rule.

Section 954 of the Dodd-Frank Act generally requires the Commission

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The Second Universal Proxy Card Hits EDGAR

By Michael R. Levin October 26, 2022 by renholding

Last month, the first universal proxy card (UPC) hit EDGAR under the new SEC rule. We now have another example, with some interesting tidbits for aficionados and proxy junkies, and also for anyone who seeks an edge in proxy contest …

SEC Chair Gensler Discusses Competition and the Two SECs

By Gary Gensler October 25, 2022 by renholding

Thank you, Ken [Bentsen]. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the SEC staff.

1933 was an important year in SEC history.

No,

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Cooley Discusses Looming Trial of SEC’s Reg FD Case Against AT&T

By Cydney Posner October 21, 2022 by renholding

Reg FD cases rarely get to court, but here’s one that, barring a settlement, appears to be headed to trial. In a 129-page opinion in SEC v. AT&T, 9/08/22, the federal district court for the SDNY denied summary judgment …

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