Gibson Dunn Offers 2021 Year-End Securities Litigation Update

By Craig Varnen, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell, and Mark H. Mixon, Jr. March 1, 2022 by renholding

Federal securities filings continued to slow during the second half of 2021. The volume of new securities cases filed in 2021 fell by 36% compared to 2020, and 51% compared to 2019. Nonetheless, federal and state securities laws continue to …

The SEC Acts on Short-and-Distort Petition

By Joshua Mitts February 28, 2022 by renholding

On February 25, 2022, the Securities and Exchange Commission proposed rules to enhance the transparency of short positions in equity securities. One proposal would require confidential, monthly reporting of short sellers’ individual positions, which would then be aggregated by …

Skadden Discusses New Pressure on Companies to Disclose Political Policies and Contributions

By Ki P. Hong, Melissa L. Miles and Karina Bakhshi-Azar February 28, 2022 by renholding

Political activities of corporations are increasingly subject to scrutiny on environmental, social and governance (ESG) grounds. Demands that corporations and their political action committees (PACs) justify their contributions based on candidates’ voting records on ESG issues came to the fore …

Do Jobseekers Value Diversity Information?

By Jung Ho Choi, Joseph Pacelli, Kristina M. Rennekamp and Sorabh Tomar February 25, 2022 by renholding

Recent social movements have generated a renewed emphasis on promoting diverse and inclusive workplaces. For example, institutional investors have increased their investments in firms that demonstrate strong commitments to diversity, and regulators also increasingly require firms to describe the extent …

Wachtell Lipton Discusses the Growing Enforcement Focus on Cryptoassets

By Richard K. Kim, Sarah K. Eddy, Rosemary Spaziani, David M. Adlerstein and Amanda M. Lee February 23, 2022 by renholding

Underscoring that misconduct surrounding cryptoassets has become a top U.S. enforcement priority, the Department of Justice announced on February 17 the appointment of Eun Young Choi as head of a dedicated National Cryptocurrency Enforcement Team. The NCET’s mandate is to …

An Academic Critique of the SEC’s GameStop Report

By Joshua Mitts, Robert H. Battalio, Jonathan Brogaard, Matthew D. Cain, Lawrence R. Glosten and Brent Kochuba February 22, 2022 by renholding

On October 18, 2021, SEC staff released a long-awaited report on equity and options trading in connection with the meteoritic rise of GameStop’s share price in January 2021. The staff report addressed several issues surrounding the GameStop episode, but one …

Legal Guardrails for a Unicorn Crackdown

By Alexander Platt February 17, 2022 by renholding

The SEC is undertaking an historic effort to redraw the boundary between public and private companies. After years of watching – and sometimes encouraging – the explosive growth in less tightly regulated private markets and the proliferation of so-called “unicorns,” …

Sullivan & Cromwell Discusses Reopened Comment Period for SEC’s Pay-Versus-Performance Disclosure Rule

By Marc Trevino, Heather L. Coleman, Jeannette E. Bander and Rebekah A. Kostelak February 14, 2022 by renholding

On January 27, 2022, the U.S. Securities and Exchange Commission (the “SEC”) reopened a 30-day comment period (beginning today) on proposed rules requiring registrants to disclose how executive compensation actually paid by a registrant relates to the financial performance of …

SEC Chair Gensler Speaks on Private Fund Advisers Proposal

By Gary Gensler February 11, 2022 by renholding

Today [February 9], the Commission is considering rules and amendments under the Investment Advisers Act to improve the efficiency, competition, and transparency of the activities of private funds’ advisers. I support this proposal because, if adopted, it would help investors

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SEC Commissioner Peirce Speaks on Private Fund Advisers Proposal

By Hester M. Peirce February 11, 2022 by renholding

Today’s [February 9] proposal represents a sea change. It embodies a belief that many sophisticated institutions and high net worth individuals are not competent or assertive enough to obtain and analyze the information they need to make good investment decisions

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SEC Commissioner Crenshaw Speaks on Private Fund Advisers Proposal

By Caroline A. Crenshaw February 11, 2022 by renholding

Investment advisers are their clients’ fiduciaries. This means that investment advisers are legally obligated to serve their client’s best interest.[1] This standard of conduct is not an aspirational goal. It must be meaningful and offer the real protections investors

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What ESG-Related Disclosures Should the SEC Mandate?

By Jonathan M. Karpoff, Robert Litan, Catherine M. Schrand and Roman L. Weil February 9, 2022 by renholding

The Financial Economist Roundtable (“FER”) met in July 2021 to discuss current efforts to measure and require disclosure of firms’ ESG activities.[1] The views of individual FER members about specific issues often differ, but the consensus was that financial …

SEC Chair Gensler Speaks to FSOC on Money Market Funds, Open-End Bond Funds, and Hedge Funds

By Gary Gensler February 8, 2022 by renholding

Thank you, Secretary Yellen, for focusing the Council’s attention on financial resiliency with regard to three key parts of our capital markets — particularly money market funds, open-end bond funds, and hedge funds.

The fund industry gives retail and institutional

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Davis Polk Discusses Developments in Regulation Related to Private Equity

By Gregory S. Rowland, Leor Landa, Michael S. Hong, Lee Hochbaum and Sarah E. Kim February 7, 2022 by renholding

Rules and regulations

SEC proposes amendments to bolster private fund reporting

On January 26, 2022, the Securities and Exchange Commission (SEC) voted to propose certain amendments to Form PF designed to facilitate the SEC’s oversight of private fund advisers and …

Do Firms Redact Information from Material Contracts to Conceal Bad News?

By Dichu Bao, Yongtae Kim and Lixin (Nancy) Su February 4, 2022 by renholding

The Securities and Exchange Commission (SEC) regulates and monitors companies to increase transparency and protect investors. The securities laws consider the companies’ interests and allow them to make requests to redact certain information in SEC filings and not publicly disclose …

Skadden Discusses How New SEC Standards May Prompt Rise in Climate-Related Securities Suits

By Virginia Milstead and Sophie M. Mancall-Bitel February 4, 2022 by renholding

In 2010, the Securities and Exchange Commission (SEC) provided public companies with interpretive guidance on existing SEC disclosure requirements as they applied to climate change developments. The guidance did not alter disclosure requirements but suggested that, under the existing framework, …

Karmel’s Dissent: The SEC’s Use and Occasional Misuse of Reports of Investigation

By James J. Park January 28, 2022 by renholding

A small number of investigations by the Securities and Exchange Commission (SEC) end with the filing of a report rather than a complaint or administrative order. Section 21(a) of the Securities Exchange Act of 1934 authorizes the SEC “to publish …

Fintech SPACs Have Been Swimming Naked – and the Tide Is Going Out

By Todd H. Baker January 27, 2022 by renholding

Acorns Grow Inc., the financial technology and investing startup, said last week that it was abandoning its $2.2 billion merger with SPAC Pioneer Merger Corp., putting itself on the hook for a $17.5 million termination fee. Coming almost eight months …

SEC Chair Gensler Speaks on Rules Covering Government Securities Alternative Trading Systems

By Gary Gensler January 27, 2022 by renholding

Today [January 26], the Commission is considering amendments to include significant Treasury markets platforms within Regulation ATS. I support these amendments because, if adopted, they would help promote resiliency and greater access in the Treasury market. We’re also considering modernizing

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SEC Chair Gensler Speaks on Cybersecurity and Securities Laws

By Gary Gensler January 26, 2022 by renholding

Thank you. It’s good to be with the Annual Securities Regulation Institute. As is customary, I’d like to note that my remarks are my own, and I’m not speaking on behalf of the Commission or SEC staff.

As some of

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