Securities and Exchange Commission

Wachtell Lipton on Whether the SEC Is Pushing the Boundaries of Regulation FD

By John F. Savarese and Wayne M. Carlin March 15, 2021 by renholding

On March 5, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in …

Toward a Better Coordinated Regulatory Response to Cryptoassets

By Carol Goforth March 10, 2021 by renholding

On Monday, January 8, 2021, Tesla announced in a filing with the Securities and Exchange Commission that it had purchased $1.5 billion worth of Bitcoin.[1] This purchase coincided with a dramatic increase in the price of the cryptoasset, which …

Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

By Hester M. Peirce and Elad L. Roisman March 5, 2021 by renholding

Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1]  Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives.  What does this

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Securities Regulation and Class Warfare

By Jonathan R. Macey March 2, 2021 by renholding

In a new article, I examine the regulatory goals of creating “fair, orderly, and efficient” securities markets in light of the recent issues involving trading in the shares of GameStop Corp. (GME) through the broker-dealer firm Robinhood Financial LLC.  The …

What Do the Data Reveal About (the Absence of Black) Financial Regulators?

By Chris J. Brummer February 25, 2021 by renholding

As has been remarked many times, yet still never enough, Black history is America’s history – and if anything, financial regulation proves the point.   When calamity hits the stock market, Black people feel it too, if not always in terms …

Private Company Lies

By Elizabeth Pollman February 23, 2021 by renholding

Rule 10b-5, the federal antifraud catch-all, applies to both public and private company securities. Yet the voluminous case law, and the related scholarly literature, has focused primarily on public corporations and markets.

This state of the world sufficed for …

Shareholder Monitoring and Discretionary Disclosure

By Venky Nagar and Jordan Schoenfeld February 22, 2021 by renholding

Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …

King & Spalding Discusses Takeaways from GameStop

By John M. Anderson, Robert J. Leclerc, Aaron W. Lipson, Brett R. Schroeder and Michael J. Oberlies February 19, 2021 by snehapandya

The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.

The meme …

Wachtell Lipton Discusses White-Collar and Regulatory Enforcement: What Mattered in 2020 and What to Expect in 2021

By John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders and Sarah K. Eddy February 10, 2021 by renholding

As we write this memorandum, a new administration is forming in Washington, with new leadership teams being nominated at DOJ, SEC, CFTC and other regulatory and law-enforcement agencies — thus prompting the question of what these changes may portend for …

Game Over: How Best to Regulate Betting on Wall Street

By John C. Coffee, Jr. February 8, 2021 by renholding

What a difference a week makes! Almost two weeks ago, the frenzied discussion of GameStop assumed that a proletarian revolution was in progress, that the masses had organized themselves through Reddit and Robinhood, and that they were marching on the …

Latham & Watkins Looks Back at Digital Asset Regulation in 2020

By Stephen P. Wink, Todd Beauchamp, Yvette D. Valdez, Eric S. Volkman, Adam Bruce Fovent and Deric Behar February 5, 2021 by renholding

Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …

A Reddit Rebellion in the Robinhood Era

By Joshua Mitts February 1, 2021 by renholding

For over a decade, hedge funds and other sophisticated traders have taken advantage of ordinary Americans who sought to share in the rewards of entrepreneurship and economic growth by investing in public companies.  My research has identified tens of billions …

Addressing ESG in 2021: Who Is in Charge?

By Samuel G. Liss January 29, 2021 by renholding

Over the course of 2020, market forces drove corporations and institutional investors to make expansive commitments to their purpose and social responsibility. This fueled companies in many regions to publish lengthy reports under the ESG moniker (Environmental, Social and Governance). …

The Backlash Against Chinese-Company Listings on U.S. Exchanges Has a Long History

By Georges Ugeux January 25, 2021 by renholding

The reach of American law has recently entered familiar territory: listings of international companies on U.S. exchanges. Yet the listings of Chinese companies have in particular prompted a backlash. I want to shed some light on the situation – and …

How Material Are Disclosures in Annual Reports?

By Jenna D’Adduzio January 22, 2021 by renholding

The Financial Accounting Standards Board (FASB) and the Securities Exchange Commission (SEC) (collectively, “regulators”) have expressed concern over “disclosure overload,” or the concern that the sheer volume of disclosure in annual reports makes it difficult for investors to identify and …

The Index-Fund Dilemma: An Empirical Study of the Lending-Voting Tradeoff

By Edwin Hu, Joshua Mitts and Haley Sylvester January 19, 2021 by renholding

The future of corporate stewardship – and therefore corporate governance – rests in the hands of a few large institutional investors.[1] Questions of whether these funds have the necessary incentives to pursue stewardship have set off an explosion of …

Pandemic Disclosures: Covid-19 as a “Current Market Condition” for Mutual Funds

By Anne M. Tucker, Yusen Xia and Susan Navarro Smelcer January 5, 2021 by renholding

What constitutes a “current market condition” that mutual funds are required by SEC regulations to disclose? Current market condition risks arise because of changing market conditions that can affect investment performance.  For some U.S.-registered funds, Covid-19 is prompting …

Paul Weiss Discusses SEC Guidance on Disclosure by SPACs

By Mark S. Bergman, John C. Kennedy, Raphael M. Russo, and David Curtiss January 5, 2021 by renholding

The Staff of the Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies (available here). This guidance highlights disclosure considerations for SPACs at both the IPO and business combination stages, with a …

Securities Regulation in Cryptoasset Markets: A Cost-Benefit Analysis

By Yuliya Guseva January 4, 2021 by renholding

Rapid technological innovation over the past five years has created unprecedented opportunities for entrepreneurs – often outside the world of traditional finance and capital markets. Cryptoassets, for example, may prove to be socially beneficial tools for enabling entrepreneurs to more …

Chairman Clayton’s Farewell to the SEC

By Jay Clayton December 24, 2020 by renholding

I recently submitted a letter to President Donald J. Trump informing him that today, December 23, 2020, will be my last day as Chairman of the Securities and Exchange Commission.  The text of the letter is included below.

I again

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