Improving Enforcement and Adjudication at the SEC

By Andrew Vollmer April 17, 2020 by renholding

Earlier this year, the Office of Management and Budget solicited suggestions for “regulatory reforms that will better safeguard due process in the regulatory enforcement and adjudication settings.” That invitation was a rare opportunity to comment on the procedures federal agencies …

Top SEC Officials Address What to Say on Earnings Calls During Pandemic

By Jay Clayton and William Hinman April 10, 2020 by renholding

The SEC’s three part mission—maintain market integrity, facilitate capital formation and protect investors—takes on particular importance in times of economic uncertainty. Disclosure—providing the public with the information necessary to make informed investment decisions—is fundamental to furthering each aspect of our

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SEC Chair on Investors, Allocation of Resources, and Regulation Best Interest in Uncertain Times

By Jay Clayton April 3, 2020 by renholding

Over 57 million American households are invested in our securities markets. The interests of these individuals—our long-term Main Street investors—are the lens through which we evaluate whether we are effectively advancing the SEC’s mission. The 4,500 women and men of …

Private Company Fraud and Enforcement

By Verity Winship March 30, 2020 by renholding

Companies can get big without going public. The number of U.S. listed companies is down by half, and the last few years have seen more capital raised on the private side than on the public side. Despite this well-documented shift …

SEC Chairman on the Essential Connections Among Markets, Businesses, and Workers in the Time of Covid-19

By Jay Clayton March 26, 2020 by renholding

Over the past several weeks, my colleagues at the SEC, other regulators, elected officials, market participants and others have asked my views on the functioning of our capital markets, and the importance of those markets, in the context of our

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Senator Richard Burr and Mixed Motives for Insider Trading

By Andrew Verstein March 21, 2020 by renholding

In response to accusations Friday of trading on non-public information about the coronavirus, Senator Richard Burr of North Carolina asserted independent and lawful grounds for unloading between $628,000 and $1.72 million worth of stock. “I relied solely on public news …

Should We Ban Short Sales in a Stock Market Crash?

By Marco Pagano March 17, 2020 by renholding

Few things are more predictable than loud demands for regulatory interventions to stop speculation when stock market prices plunge: In these days, as in any recent stock market crash, we hear politicians and commentators inviting regulators to enact interventions spanning

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Davis Polk Discusses SEC Move to Expand Private Offerings

By Maurice Blanco, Richard Truesdell, Joseph Hall, Byron Rooney and Sarah Solum March 12, 2020 by renholding

Last week, the Securities and Exchange Commission proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent actions by the SEC (including proposals to expand …

SEC Commissioner Lee on Protecting, Serving, and Empowering Investors

By Allison Herren Lee March 9, 2020 by renholding

Thank you Karen [Barr] and thank you all for hosting me today [March 5]. I appreciate IAA’s engagement on the issues important to its members and to the broader markets, and I’m honored to have the opportunity to speak to

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Mapping the Landscape of Comments to the SEC’s New Proxy Rules

By Jens Frankenreiter March 4, 2020 by renholding

In November 2019, the Securities and Exchange Commission (“SEC”) issued a notice of proposed rulemaking aimed at the roles played by proxy advisers in providing information and voting recommendations to clients. The move was preceded by substantively similar interpretive guidance …

Voluntary Disclosure for Primary Securities Offerings

By Andrew Abraham Schwartz March 3, 2020 by renholding

Mandatory disclosure is a foundation of modern securities law, both in the United States and around the world. But is it really necessary? After all, corporate promoters wishing to sell securities for their full value already have an economic incentive …

The SEC and “Piggyback” Securities Litigation

By Alexander Platt March 2, 2020 by renholding

Leading securities regulation scholars have repeatedly called for legislatively expanding the Securities and Exchange Commission’s (SEC) control over private securities litigation.[1] These proposals grow out of profound doubts about the private securities class action regime and frustration with the …

Why Cryptocurrencies Should Be Evaluated As Fiat Money

By J.S. Nelson February 27, 2020 by renholding

What are cryptocurrencies: securities, commodities, or another form of established currency – a non-sovereign fiat currency? In my forthcoming article, “Cryptocommunity Currencies,” I argue that, like other self-governing bodies, communities that issue cryptocurrencies should be judged on how …

SEC Commissioner Dissents from Order Blocking Proposed Bitcoin-Related Rule

By Hester M. Peirce February 27, 2020 by renholding

Today the Commission once again disapproved a proposed rule change that would give American investors access to bitcoin through a product listed and traded on a national securities exchange subject to the Commission’s regulatory framework.[1] This order is the

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The Blaszczak Bombshell: A Return to the “Parity of Information” Theory of Insider Trading?

By John C. Coffee, Jr. February 26, 2020 by renholding

The law of insider trading generally moves with the speed of molasses in February. For every two steps forward, there is one (or more) steps backward. But this winter has seen a rapid succession of developments. First, the Himes Bill …

How Congress Got It Right on Audit Oversight

By James R. Doty February 24, 2020 by renholding

President Donald Trump’s proposed $4.8 trillion budget calls for folding the Public Company Accounting Oversight Board (PCAOB), America’s audit watchdog, into the Securities and Exchange Commission, the nation’s primary financial regulator. The stated goal is to eliminate duplicative regulations and …

Financial Regulators Warn Over Chinese Audit Quality Amid Coronavirus Outbreak

By Jay Clayton, Bill Hinman, Sagar Teotia and William D. Duhnke III February 20, 2020 by renholding

In November 2019, we met with senior representatives of the four largest U.S. audit firms, including certain of their network representatives, to discuss audit quality across their global networks and certain of the challenges faced in auditing public companies with

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Why the SEC Proposal to Regulate Proxy Advisors Is Flawed

By Ken Bertsch February 19, 2020 by renholding

[Editor’s Note: This and the piece that immediately follows offer a point/counterpoint on the SEC’s proxy advisor proposal.] The Council of Institutional Investors opposes the SEC’s proposal to create a new regulatory structure for proxy advisory firms.[1]…

Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

By Bernard S. Sharfman February 19, 2020 by renholding

The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …

Petition for Rulemaking on Short and Distort

By John C. Coffee, Jr. and Joshua Mitts February 18, 2020 by renholding

Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles. But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …

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