Securities and Exchange Commission

SEC Commissioners Jackson and Lee on Proposed Rules for Funds’ Use of Derivatives

By Robert J. Jackson, Jr. and Allison Herren Lee November 27, 2019 by renholding

Yesterday [November 25] the Commission proposed rules on funds’ use of derivatives to obtain leverage.[1] Appropriate use of derivatives can produce benefits for investors, like better risk-adjusted returns or more efficient exposure to certain asset classes. But that same

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SEC Commissioners Peirce and Roisman on Proposed Rules for Funds’ Use of Derivatives

By Hester M. Peirce and Elad L. Roisman November 27, 2019 by renholding

We thank the staff of the Division of Investment Management (the “Division”) for undertaking the challenging task of devising and presenting for Commission vote a proposal to modernize the way we regulate the use of derivatives in investment funds’ portfolios.

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Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Debevoise & Plimpton Discusses SEC’s Proposed Changes to Advertising Rule

By Kenneth J. Berman, Gregory T. Larkin and Norma Angelica Freeland November 21, 2019 by renholding

On November 4, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposal”) to modernize Rule 206(4)-1 (the “Advertising Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). [1] The first substantial amendment to the Advertising Rule …

Blue Sky Banter Podcast: Coffee and Jackson on the Latest at the SEC

By Reynolds Holding November 19, 2019 by renholding

Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC.

[soundcloud url=”https://api.soundcloud.com/tracks/714133174?secret_token=s-kYr94&#8243…

SEC Chair Clayton Discusses Modernizing Our Regulatory Framework

By Jay Clayton November 18, 2019 by renholding

Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.

In particular, I miss

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Davis Polk Discusses SEC’s Proposed Rules on Proxy Advisers, Shareholder Proposals

By Joseph Hall, Sarah Solum, Ning Chiu, Betty Moy Huber and Paula Simpkins November 14, 2019 by renholding

On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The Commission also voted to propose amendments with regard to …

SEC Chair Talks Small Business Capital Formation

By Jay Clayton November 13, 2019 by renholding

Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation.[1] It is nice to join you again for today’s meeting.

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How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

Commissioner Peirce Discusses SEC’s Enforcement Program

By Hester M. Peirce November 12, 2019 by renholding

Thank you, Meredith [Cross], for that kind introduction. It is an honor to be with you here today [November 4]. I must begin with my standard disclaimer that the views I represent are my own views and not necessarily those

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Commissioner Roisman on Modernizing SEC Rules About Proxy Voting Advice

By Elad L. Roisman November 6, 2019 by renholding

I. Introduction – An Important Milestone

Thank you, Chairman Clayton.

I have said before that proxy voting is fundamental to our capital markets.[1]  Improving proxy voting is a subject that I am passionate about, and one I have cared

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Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

SEC Chair Clayton Talks Fixed-Income Markets

By Jay Clayton November 5, 2019 by renholding

Thank you, Michael [Heaney].  Good morning everyone.  Thank you all for being here and for traveling to our offices in New York.[1]  Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal

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SEC Commissioner Jackson Delivers Remarks on Fixed-Income Market Structure

By Robert J. Jackson, Jr. November 5, 2019 by renholding

Good morning, and thanks to all of you once again for joining us at today’s meeting of the Fixed Income Market Structure Advisory Committee (FIMSAC). Since my very first day on the Commission—when I began this job by attending my

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Calculating SEC Whistleblower Awards: A Theoretical Approach

By Amanda Rose October 21, 2019 by renholding

On October 23, the Securities and Exchange Commission is scheduled to vote on whether to adopt proposed amendments to the rules governing its whistleblower bounty program.  The most controversial proposed amendments are to Rule 21F-6, which governs the way the …

SEC Investor Advocate Calls Dual-Class Shares a Recipe for Disaster

By Rick A. Fleming October 18, 2019 by renholding

Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders.[1] I know you take those responsibilities seriously, and

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How the SEC Should Harmonize Private Securities Offering Exemptions

By Andrew Vollmer October 14, 2019 by renholding

The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings.  The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …

SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities

By Heath Tarbert, Kenneth A. Blanco and Jay Clayton October 14, 2019 by renholding

The leaders of the U.S. Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and the U.S. Securities and Exchange Commission (the “Agencies”) today issued the following joint statement to remind persons engaged in activities involving digital assets of their

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The Shareholder’s Dilemma

By Adam Meirowitz and Shaoting Pi October 7, 2019 by renholding

Theoretical and empirical research on shareholder voting has provided many exciting insights and guidance for debates on policy and regulation. The default assumption, though, is that shareholders have strong incentives to vote for alternatives that they think are best for …

Attorney General Barr Speaks at SEC’s Criminal Coordination Conference

By William P. Barr October 7, 2019 by renholding

I am honored to be here representing the dedicated men and women of the Department of Justice. Like the SEC’s Enforcement staff, many of our prosecutors are tasked with investigating financial fraud and corporate crime. They are assigned to the

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