Columbia Law School
Sky Blog
The accredited investor definition is the single most important investor protection in the private market.[1] Today’s amendments purport to “update” that definition while leaving in place 38-year old wealth thresholds, declining to index the thresholds to inflation, and declining
Securities and Exchange Commission
Does Environmental and Social Disclosure Affect Innovation at Companies?
Companies are typically not compelled to disclose environmental and social (E&S) information because this information does not meet the materiality standard used in many jurisdictions. However, some shareholders have an explicit mandate to screen potential investments based on E&S criteria. …
SEC Officials Offer Update on the Consolidated Audit Trail
Today [August 21], the Commission proposed amendments to the national market system (“NMS”) plan governing the consolidated audit trail (“CAT NMS Plan”). The proposed amendments are designed to enhance data security related to the ongoing development and operations of the
SEC’s Division of Investment Management Director Takes Stock and Looks Ahead
Good Morning. Thank you Barry [Barbash] and Paul [Roye] for the kind introduction and thank you and PLI for inviting me to speak again with you. I looked back at my remarks the last time I was with you. Two
Lessons from Luckin Coffee: The Underappreciated Risks of Variable Interest Entities
On April 2, China’s Luckin Coffee announced that some of its employees, including the chief operating officer, had fabricated over $300 million in reported revenues. On April 21, the Securities and Exchange Commission and the U.S. Public Company Accounting Oversight …
Why the SEC’s Proposal to Amend Rule 13f-1 Should Fail
On July 10, the Securities and Exchange Commission (SEC) proposed a 35-fold increase – from $100 million to $3.5 billion – in the threshold for requiring institutional investment managers to publicly report their equity holdings on Form 13F.[1] This …
SEC Chairman Speaks on Amendments to Proxy Solicitation Rules
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today we have two items on the agenda, both continuations of our ongoing work to modernize and enhance the
EBITDAC, Civil Liability, and New Paradigms
COVID-19 has led companies to patch-up financial reporting by adding estimates of pre-COVID-19 profits to their EBITDA. Recently, COVID-19 prompted measuring-equipment manufacturer Schenck Process, for example, to add back €5.4 million, resulting in an adjusted EBITDA of €18.3 …
Cleary Gottlieb Discusses SEC Proposal to Significantly Change Reporting by Institutional Investors
On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F.[1] The SEC’s …
Disgorgement After Liu v. SEC: The Game Is On!
Experienced litigators know that an adverse appellate decision (even from the U.S. Supreme Court) rarely ends their case. The question is instead: What is the next move? What defenses do we fall back on? So it is likely to be …
SEC Chair Clayton Addresses the Financial Stability Oversight Council
Market Functioning and Monitoring
We have continued our efforts to help facilitate the orderly and fair market function, including in coordination with our colleagues at the Federal Reserve and Treasury.[1]
Market activity has remained active in June and thus
Cooperation in Securities Market Regulation: Perspectives from Australia
The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to help address and ameliorate that risk.
Yet, although capital …
SEC Commissioner Advocates ESG Disclosure for Asset Managers, Not Issuers
Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of
Davis Polk Discusses NYSE’s New Proposal on Direct Listings
On June 22, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing. The NYSE had previously proposed a rule change, which …
Paul Weiss Discusses Enhanced Cooperation Between SEC and DOJ Antitrust Division
On June 22, the Antitrust Division of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) announced that they have signed a memorandum of understanding (MOU) to enhance cooperation between the two agencies. According to the agencies’ …
SEC Update on Regulatory Relief During the Pandemic
The U.S. Securities and Exchange Commission’s efforts in response to the COVID-19 pandemic are centered, first and foremost, on the health and safety of our employees and all Americans. The Commission’s recognition of the corresponding need of market participants to
SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19
SEC Chair Speaks on Small Business Capital Formation
Welcome to the 39th Annual Small Business Forum. I want to thank Martha and the staff in the Office of the Advocate for Small Business Capital Formation – that includes Colin, Jenny, Jessica, Julie, Malika and Todd – for
SEC Chair Clayton Speaks on Municipal Securities Disclosure
Good afternoon everyone. Thank you to the Office of Municipal Securities for organizing this conference. And thank you to all the panelists for taking time to join us today.[1]
State of the Municipal Securities Market
Since December 2018, when
Shining a Light on Strategically Leaked Plans of Activist Investors
On October 12, 2015, an activist hedge fund we’ll call John Doe Management filed a Form 13D, disclosing 5.5 percent ownership and an intent to pursue an activist campaign in a target firm we’ll call Industrial Corp (IC). The next …