Columbia Law School
Sky Blog
Today [June 1], Chair Gensler announced that he has directed the SEC staff to consider whether to recommend that the Commission revisit its recent regulatory actions taken with respect to proxy voting advice businesses and its longstanding interpretation of proxy
Securities and Exchange Commission
SEC Commissioner Crenshaw Speaks at Small Business Forum
Good afternoon! Thank you Martha [Miller] for the warm introduction. It is wonderful to be here. I have truly enjoyed hearing from all of the panelists over the last several days. And I am particularly interested in today’s discussion focused
SEC Commissioner Lee Speaks on Myths and Misconceptions about “Materiality”
Thank you, Neil [Stewart] for the introduction and for having me today as you discuss the important and timely topic of climate and ESG disclosures. I very much look forward to hearing from Janine [Guillot] and Julie [Bell Lindsay]. You
Paul Weiss Discusses SEC Approval of Nasdaq Rule Change Allowing Direct Listings
On May 19, 2021, the SEC approved Nasdaq’s proposed rule change[1] to permit primary direct floor listings. This will permit companies to undertake an initial public offering and concurrent Nasdaq listing without the use of underwriters to market the …
SEC Commissioner Lee Speaks on Leveraging Regulatory Cooperation
Good afternoon. It’s a privilege to welcome you all to the annual Section 19(d) Conference. I want to start by commending NASAA and SEC staff for their work in putting this event together. And thanks to our colleagues from NASAA
Corporate Venture Capital, Disclosure, and Financial Reporting
In a new paper, we examine firms’ corporate venture capital (CVC) investing from a disclosure and financial reporting perspective. CVC refers to minority equity investments made by established, publicly-listed firms in privately-held entrepreneurial ventures. CVC investing differs from pure venture …
SEC Chair Gensler Speaks at FINRA Annual Conference
Good afternoon. I want to thank the Financial Industry Regulatory Authority and Robert [Cook] for hosting me as part of this week’s conference.[1] I’ve known Robert since he joined the SEC to lead the Trading and Markets Division and
Is Everything Securities Fraud?
Securities litigation is almost inevitable for any public company. Often, investors sue because the firm’s managers engaged in fraud that directly harmed the shareholders – say, by doctoring the firm’s financials or lying about known business prospects. However, shareholders also …
Cahill Gordon Discusses SEC Rules Under Holding Foreign Companies Accountable Act
The Securities and Exchange Commission (the “SEC”) has adopted interim final rules[1] to implement the Congressionally-mandated document submision and disclosure requirements of the Holding Foreign Companies Accountable Act (the “HFCA Act”), which became effective on May 5, 2021.
The …
Mind the (Data) Gaps: SEC Commissioner Speaks at Conference on Financial Market Regulation
Before I begin my remarks, I need to mention that the views that I express today are my own and do not necessarily reflect the views of the Commission or its staff.
To start, I want to note that I
Skadden Discusses SEC and ESG Disclosure
During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should therefore be disclosed) if there is a …
How Financial Misconduct by Institutional Investors Affects Corporate Social Responsibility
In recent years, institutional investors have publicly voiced their support for firms’ corporate social responsibility (CSR) activities. Most notably, Larry Fink, the CEO of BlackRock— the largest institutional investor in the world, with over $7 trillion in assets under management—sent …
Skadden Discusses Closer Scrutiny of Corporate Conduct Under Biden
The Biden administration is widely expected to be tougher on corporate wrongdoing than its predecessor. Although there have not yet been significant changes to existing policies, key nominations to date and early enforcement initiatives signal close scrutiny of corporate conduct …
Extraterritorial Reach of U.S. Crypto Regulation by the SEC
Why Board Diversity and the Nasdaq Rule Requiring It Make Sense
In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve a new boardroom diversity rule.[1] The aim is for most Nasdaq-listed companies to have at least one director self-identifying as a woman and another self-identifying as …
The New Separation of Ownership and Control: Institutional Investors and ESG
In recent weeks, the Securities and Exchange Commission (SEC) has devoted considerable attention to environmental, social and governance, or ESG, matters. It has requested public comment on climate disclosure proposals, appointed a senior policy advisor for climate and ESG, and …
Taming Unicorns
Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …
SEC Speaks on Accounting and Reporting Considerations for SPAC Warrants
SPACs, IPOs, and Liability Risk Under the Securities Laws
SEC’s Acting Chief Accountant Discusses Reporting and Auditing Issues for Companies Merging with SPACs
In recent years, we have seen significant market developments and innovation in our capital markets, with a variety of structures being utilized to raise capital and facilitate taking private companies public.[1]
The U.S. capital markets are often described as