Gibson Dunn Discusses SEC Rules Mandating Use of Universal Proxy Card

By Eduardo Gallardo, James J. Moloney and Andrew Kaplan November 22, 2021 by renholding

On November 17, 2021, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to mandate the use of a universal proxy card in public solicitations involving director election contests. After the rules become effective on August …

SEC Announces Enforcement Results for FY 2021

By Securities and Exchange Commission November 19, 2021 by renholding

The Securities and Exchange Commission today [November 18] announced that it filed 434 new enforcement actions in fiscal year 2021, representing a 7 percent increase over the prior year. Seventy percent of these new or “stand-alone” actions involved at least

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SEC Commissioner Crenshaw on Universal Proxy Rules

By Caroline A. Crenshaw November 19, 2021 by renholding

Congratulations to the rulemaking team from the Division of Corporation Finance, as well as the staff within the Division of Economic and Risk Analysis and the Office of the General Counsel. This rulemaking has been several years in the making,

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SEC Commissioner Peirce Dissents on Universal Proxy Rules

By Hester M. Peirce November 19, 2021 by renholding

I support universal proxy, but not today’s version of universal proxy.

Shareholders voting by proxy should be able to split their vote among company and dissident nominees. Allowing shareholders a straightforward way of choosing a mixed slate through a universal

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SEC Commissioner Roisman on Universal Proxy Rules

By Elad L. Roisman November 19, 2021 by renholding

Thank you to the staff who worked on this rulemaking.

I support adopting this rule. I see no compelling reason to prevent shareholders from mixing and matching their votes between a management and dissident slate, given that shareholders who attend

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Regulating via Social Media: Deterrence Eﬀects of the SEC’s Use of Twitter

By Jinjie Lin November 17, 2021 by renholding

Social media is widely used to create, disseminate, and consume information. Today, around seven in 10 U.S. adults use social media.[1] Additionally, more than half of Americans at least occasionally obtain news through social media.[2] In financial markets, …

SEC Commissioner Speaks on ESG Risks and Company Accounting Controls

By Caroline A. Crenshaw November 17, 2021 by renholding

Thank you for the kind introduction Kevin [Gould]. It’s a pleasure to be here today at the annual PepsiCo-PwC CPE conference, which I understand is a tradition going back 18 years now. I appreciate the opportunity to speak, and I

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Debevoise & Plimpton Discusses Federal Regulators’ Focus on AI and Consumer Protection in Finance

By Courtney M. Dankworth, Avi Gesser, Gregory J. Lyons, James B. Amler and Anna R. Gressel November 15, 2021 by renholding

As financial institutions increasingly deploy artificial intelligence (“AI”), including machine learning and automated decision-making technologies, across their business lines, U.S. federal regulators have started to scrutinize the consumer protection implications of these technologies. Most recently, the Department of Justice (“DOJ”), …

SEC Chair Talks Private Equity and Hedge Funds

By Gary Gensler November 12, 2021 by renholding

Thank you. As is customary, I will note that I am not speaking on behalf of the Commission or SEC staff.

Today, I’d like to talk about private funds, and the importance of certain of these funds — in particular, …

Modernizing ESG and Climate Risk Disclosure

By Virginia Harper Ho November 11, 2021 by renholding

On November 3, timed to coincide with the United Nation’s COP26 climate summit in Glasgow, the IFRS Foundation announced prototype global reporting standards for corporate climate and sustainability disclosures, and the formation of the International Sustainability Standards Board (ISSB) to …

SEC Enforcement Chief Speaks on Regulation Outside the U.S.

By Gurbir Grewal November 10, 2021 by renholding

Good morning, everyone and thank you for inviting me to deliver the Scott Friestad Memorial Keynote address. I didn’t have the privilege of knowing Scott, but in my few months as Director, I’ve frequently heard his name, and I’ve noticed

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Wachtell Lipton Discusses SEC Staff’s Move to Limit Exclusion of “Social Policy” Shareholder Proposals

By David M. Silk, Trevor S. Norwitz, Sabastian V. Niles, Carmen X.W. Lu and Ram Sachs November 9, 2021 by renholding

The SEC Staff has issued revised guidance rescinding prior Staff Legal Bulletins addressing the exclusion of Rule 14a-8 shareholder proposals based on the social significance to a company, “micromanagement” or “economic relevance.” The changes will likely facilitate a larger number …

The Dark Side of Information Dissemination

By Charles G. McClure, Shawn X. Shi and Edward M. Watts November 8, 2021 by renholding

For decades, there has been an important debate over how much securities regulators should focus on protecting small investors. The regulators themselves have generally aimed to create a level playing field among investors, and historically, new technology has been an …

SEC Chair Gensler Speaks at Securities Enforcement Forum

By Gary Gensler November 5, 2021 by renholding

Thank you for having me here today. 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.

In 1934, in his first speech as the

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The Supreme Court and the Fraud on the Market Class Action

By Richard D. Freer November 4, 2021 by renholding

The class action is indispensable to private enforcement of SEC Rule 10b-5, which prohibits fraudulent practices in the secondary securities market. Though Rule 10b-5 is a criminal provision, courts have long inferred a private civil right of action, allowing defrauded …

SEC Chair Gensler Speaks on Market Structure

By Gary Gensler November 4, 2021 by renholding

Thank you. It’s good to be here at the annual meeting of the Securities Industry and Financial Markets Association — what we all know as SIFMA. John [Rogers], I look forward to your questions.

As is customary, I will note

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SEC Commissioner Speaks on the Emerging Challenge of Cybersecurity

By Elad L. Roisman November 2, 2021 by renholding

Good afternoon. Thank you for the kind introduction and the opportunity to speak to the Los Angeles County Bar Association today. Before I begin, let me issue the standard disclaimer that the views I share are my own and do

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ISS Discusses Why the Enron Scandal Still Matters to Investors After 20 Years

By Jeff Lubitz October 28, 2021 by renholding

In what is still regarded as the largest U.S. corporate fraud in history, the Enron scandal “celebrates” its 20th anniversary this month.

It was October 16, 2001 when Enron announced a $638 million third quarter loss, confirming a handful of …

Top Justice Department Official on Stepping Up Corporate Enforcement

By John Carlin October 26, 2021 by benzonenshayn

I think these events [the Global Investigations Review conference: New York] are an important opportunity for discussion of trends and really this area is one where your work, your advice to clients, changes the way that people behave. And it …

SPACs: The Roles of Reputation and Disclosure When Information Is Limited

By Andrea Pawliczek, A. Nicole Skinner and Sarah Zechman October 25, 2021 by renholding

Special purposes acquisition corporations (also known as SPACs or blank check companies) have received a lot of attention recently – and for good reason. SPACs accounted for more than half of U.S. IPOs in 2020, raising over $70 billion in …

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