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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Paul Weiss Discusses Defense Spending Bill With Provisions Expanding SEC Disgorgement

By Brad S. Karp, Susanna M. Buergel, Jane B. O’Brien, Walter Rieman and Daniel S. Sinnreich December 22, 2020 by renholding

On December 11, 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021, H.R. 6395 (the “NDAA”). The $740.5 billion bill includes language amending the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the SEC with …

SEC Chair Speaks on Resource Extraction Disclosure Rules

By Jay Clayton December 17, 2020 by renholding

Today [December 16], we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act. In 2010, Section 1504 added Section 13(q) to the Securities Exchange Act of 1934, which directed the Commission to

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A Tale of Two Enforcement Venues: Why the SEC’s Choice of Where to File Cases Matters

By Xin Zheng December 11, 2020 by renholding

The Dodd-Frank Act of 2010 allows the Securities and Exchange Commission (SEC) to bring enforcement actions and impose civil penalties in administrative proceedings as alternatives to federal district courts. Some argue that this gives the SEC a “home-court” advantage. For …

SEC Chairman Speaks on Revised Rules for Disseminating Market Data

By Jay Clayton December 10, 2020 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on December 9, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to adopt amendments to Regulation NMS to

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Insider Trading and Strategic Disclosure

By Joshua Mitts December 9, 2020 by renholding

With COVID-19 cases rising rapidly around the world, Pfizer’s announcement on November 9, 2020, that its coronavirus vaccine was highly effective in early trials offered a rare bright spot for the coming winter.[1] But the news was soon dampened …

Morgan Lewis Discusses SEC Guidance on Disclosure for China-Based Issuers

By Sean M. Donahue and David A. Sirignano December 3, 2020 by renholding

The SEC Division of Corporation Finance has provided its views regarding certain disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China.

The US Securities and Exchange Commission (SEC) recognizes the …

Biden and the SEC: Some Possible Agendas

By John C. Coffee, Jr. December 2, 2020 by renholding

This is the gossip season, and almost everyone has heard a rumor about who will be the next chair of the SEC. Although I was interviewed by the Biden transition team (for my views, not as a candidate), my sources …

Financial Regulators Offer Update on Audit Quality in Emerging Markets

By Jay Clayton, Sagar Teotia and William D. Duhnke III November 25, 2020 by renholding

Over the past several years, the exposure of U.S. investors and our capital markets to companies with significant operations in emerging markets, including China, has increased.[1] This increased exposure carries with it a number of significant risks and challenges,

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Crypto-Enforcement Around the World

By Douglas S. Eakeley and Yuliya Guseva November 24, 2020 by renholding

The market for cryptoassets is burgeoning, as distributed ledger technology transforms capital and financial markets. With the extraordinary growth in the crypto-markets comes the need for regulation to promote efficiency, capital formation, and innovation while protecting investors. With the need …

Enforcement Against the Biggest Banks

By David Zaring November 23, 2020 by renholding

My article, Enforcement Against the Biggest Banks, takes a census of the hundreds of enforcement actions by American regulators against the world’s largest banks between the passage of Dodd-Frank in July 2010 and December 31, 2016, near the end …

Chairman Clayton Speaks on Putting Principles into Practice: the SEC from 2017-2020

By Jay Clayton November 20, 2020 by renholding

It is wonderful to be back with the Economic Club of New York. You are a sophisticated, experienced, outcome-oriented, tough and fair audience, interested in economic and wage growth and improving our society more generally. Just the way it should

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Beyond “Going Dark:” The SEC’s 13F Proposal and Hedge Fund Activism

By Alexander Platt November 4, 2020 by renholding

This past summer, the Securities and Exchange Commission (SEC) proposed eliminating quarterly disclosures for 90 percent of institutional investment managers by raising the reporting threshold under Section 13F of the Exchange Act from $100 million to $3.5 billion. The proposal …

SEC Chair Speaks on Simplifying Exempt Offering Framework

By Jay Clayton November 3, 2020 by renholding

Today [November 2] we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The recommended amendments reflect a

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SEC Chair Clayton Speaks on Regulations for Funds’ Use of Derivatives

By Jay Clayton October 29, 2020 by renholding

Today [October 28], we are considering a new rule to provide an updated and comprehensive regulatory framework for the use of derivatives by registered investment funds, including mutual funds and exchange traded funds (ETFs). I have spoken before on the

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SEC Officials Issue Joint Statement on Complex Financial Products and Retail Investors

By Jay Clayton, Dalia Blass, William Hinman and Brett Redfearn October 29, 2020 by renholding

Retail investors have a wide array of investment options available to them, including an increasing number and type of investment products that are more complex than conventional stock and bond investments.[1] These complex products may be exchange-traded or sold

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SEC Chairman Clayton Addresses Regulation Best Interest and Form CRS

By Jay Clayton October 28, 2020 by renholding

Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS.[1] We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the

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The Deterrent Effect of Whistleblowing on Insider Trading

By Jacob Raleigh October 23, 2020 by renholding

One of the many significant reforms enacted in The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 was the creation of a whistleblower bounty program within the SEC. The program increased monetary rewards for whistleblowing and provided protections …

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