Paul Weiss Discusses Enhanced Cooperation Between SEC and DOJ Antitrust Division

By Mark S. Bergman, Joseph J. Bial, William B. Michael, Lorin L. Reisner, Charles F. (Rick) Rule and Richard Tarlowe June 30, 2020 by renholding

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

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

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

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SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19

By Sagar Teotia June 25, 2020 by renholding

On April 3, 2020, the Office of the Chief Accountant (OCA) issued a statement[1] regarding the importance of high-quality financial reporting in light of the significant impacts of COVID-19.[2] At that time, in addition to facing a number

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SEC Chair Speaks on Small Business Capital Formation

By Jay Clayton June 19, 2020 by renholding

Welcome to the 39^th 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

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SEC Chair Clayton Speaks on Municipal Securities Disclosure

By Jay Clayton June 17, 2020 by renholding

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

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Shining a Light on Strategically Leaked Plans of Activist Investors

By Ryan Flugum and Matthew E. Souther June 15, 2020 by renholding

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 …

Does Reducing Disclosure Mean Fewer Pre-IPO Lawsuits?

By Burcu Esmer, N. Bugra Ozel and Suhas A. Sridharan June 12, 2020 by renholding

Can silence solve problems that words cannot? The Securities and Exchange Commission (SEC) hopes so, because this premise underlies the confidential filing provision of the Jumpstart Our Businesses (JOBS) Act. But how firms benefit from confidential filings remains unclear, complicating …

Encouraging Corporations to Investigate Potential Misconduct on Their Own – A Comparative View of Israel and the U.S.

By Joseph Facciponti, James Goldfarb, Hadar Israeli and Eran Elharar June 11, 2020 by renholding

One of the most serious corruption cases ever investigated in Israel is “Case 3000,” also known as “The Submarines Scandal.” It concerned suspicions that senior Israeli officers and public servants received bribes for over a decade in order to “fix” …

Davis Polk Discusses the SEC and Inadequate Perk Disclosure

By Robert Cohen, Ning Chiu, Joseph Hall, Betty Moy Huber and Kyoko Takahashi Lin June 10, 2020 by renholding

A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.

Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …

The SEC’s Covid-19 Disclosure Guidance Is a Litigation Trap

By Andrew Vollmer June 4, 2020 by renholding

The Securities and Exchange Commission (SEC) has been putting pressure on companies that regularly file public reports to make detailed statements about the effects of the coronavirus pandemic on their businesses. Given the many uncertainties about those effects, the disclosures …

Why the U.S. Is Lagging on ESG Disclosure Reform

By Virginia Harper Ho June 2, 2020 by renholding

Over the past five years, international organizations ranging from the United Nations and the G20 to the World Economic Forum and the International Organization of Securities Commissioners (IOSCO) have advocated expanding environmental, social, and governance (“ESG”) or “non-financial” reporting by …

SEC Chairman Speaks to Fixed Income Market Structure Advisory Committee

By Jay Clayton June 2, 2020 by renholding

Thank you, Michael [Heaney]. Good morning everyone, and welcome to this year’s second meeting of the Fixed Income Market Structure Advisory Committee. Thank you for joining us. I am glad we are able to meet virtually today.

I would like …

Which Companies Crowdfund?

By Andrew Abraham Schwartz May 29, 2020 by renholding

The JOBS Act and Regulation Crowdfunding were intended to create a new and inclusive type of online capital market where all entrepreneurs, regardless of their physical location, gender, or anything else, can go directly to the public (the “crowd”) to …

Chairman Clayton Speaks to SEC’s Asset Management Advisory Committee

By Jay Clayton May 28, 2020 by renholding

I look forward to hearing the Committee’s insights into the effects of the pandemic on the asset management industry and, in particular, our long-term Main Street investors.[1] An essential component of our national response to, and recovery from, COVID-19

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Commissioner Peirce Speaks to SEC Investor Advisory Committee

By Hester M. Peirce May 26, 2020 by renholding

Thank you Anne [Sheehan] and other members of the committee for arranging an impressive list of panelists to share their views and perspectives on the important topics on today’s agenda. The committee has not let COVID-19 stop it from holding

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Does State Sponsor of Terrorism Disclosure Limit SEC Financial Reporting Oversight?

By Robert Hills, Matthew Kubic and William J. Mayew May 19, 2020 by renholding

The Securities and Exchange Commission (SEC) regularly reviews financial filings to ensure compliance with accounting standards and other disclosure requirements. The SEC review team analyzes firm’s financial filings and asks questions (in a comment letter) about perceived deficiencies. A comment …

SEC Chair Clayton Speaks on Market Function and Monitoring and Disclosure

By Jay Clayton May 18, 2020 by renholding

From a systemic risk point of view, the SEC’s primary responsibilities[1] in this period of stress are three-fold:

Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities

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SEC Enforcement Chief Discusses How the Division Is Responding During the Pandemic

By Steven R. Peikin May 13, 2020 by renholding

We are all too familiar with the many ways in which the COVID-19 pandemic has transformed our personal and professional lives over these last several months.[1] We are confronting new and serious personal challenges, all the while endeavoring to

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How Corporate and Securities Laws Affect Social Responsibility and Corporate Purpose

By Thomas Lee Hazen May 8, 2020 by renholding

For nearly 90 years, scholars have debated whether the sole purpose of the business corporation is to maximize profits. This debate has been reframed over the past 50 years and now seems to have settled on a middle ground: Corporate …

SEC Chair Addresses Proposed Equity Market Data-Governance Reforms

By Jay Clayton May 7, 2020 by renholding

Good afternoon. This is an open meeting of the U.S. Securities and Exchange Commission on May 6, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue an Order that would direct …

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