Columbia Law School
Sky Blog
Change is difficult. Especially when something has been a certain way for as long as you can remember. Twenty-two years have passed since the Commission last updated Rule 14a-8. In particular, the submission threshold was last substantively reviewed and amended
Securities and Exchange Commission
SEC Chairman Clayton on Modernizing the Shareholder Proposal Framework
Over the past three years, we have engaged in a number of retrospective reviews of the rules that implement our securities law framework. These reviews often, but not always, have yielded the unassailable conclusion that modernization is necessary and appropriate.
SEC Commissioner Crenshaw on Shareholder Proposals under Exchange Act Rule 14a-8
Today [September 23] the majority of the Commission is approving amendments to the procedures governing shareholder proposals. The amendments are described as a “modernization,”[1] designed to reduce costs for corporations. Even if I agreed that was necessary, I cannot
Exchange-Traded Confusion: How Industry Practices Undermine Product Comparisons in Exchange Traded Funds
Despite their popularity[1] and growing importance in U.S. capital markets,[2] exchange traded funds (ETFs) are incredibly difficult (at times even impossible) to accurately compare side-by-side. In a new article, I show how a variety of discretionary industry …
SEC Commissioner Speaks on Financial Market Regulation
Whenever I talk to economists, since I cannot awe you with a fancy equation, I have to start with a bad joke. It is a knock-knock joke, which is especially hard to pull off when trying to physically distance. “Knock,
SEC Chair Speaks About Enhanced Investor Protections in the OTC Market
Technology has driven many efficiencies in our markets. Technology can also enhance investor protection. Today, we recognize that, as a result of technological change, information can and should be made available to over-the-counter (“OTC”) market investors in a more timely
Morrison & Foerster Discusses Investor Exits: U.S. Direct Listing Rules in Flux
Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States.
On August 26, 2020, the SEC approved …
Asking the Hard Questions: A Review of Prof. John Coffee’s New Book, Corporate Crime and Punishment
Columbia Law Professor John C. Coffee, Jr.’s Corporate Crime and Punishment delivers a hard-hitting and provocative analysis of the securities law enforcement landscape and the choices that lie ahead. With SEC senior staff changes probable in any new administration, Coffee’s …
Insider Trading and Geographic Proximity: Evidence from Covid-19
The COVID-19 pandemic has dramatically changed how businesses operate, resulting in unprecedented stock market effects. While the U.S. stock market has historically shown little to no reaction to an infectious disease outbreak, COVID-19 precipitated a global stock market downturn now …
Arnold & Porter Discusses SEC Approval of NYSE Direct Listings Proposal
The SEC has given the New York Stock Exchange (NYSE) clearance to allow companies to raise capital in connection with a direct listing on the NYSE. A direct listing is an alternative to a traditional underwritten IPO that allows a …
Does Advertising Improve Access to Capital for Small Businesses?
Private markets have contributed significantly to capital formation in the U.S. economy, particularly for small companies that are often considered the engine for creating new jobs and for accelerating economic growth (see, e.g., Zhao, Harris, and Lam, 2019). The amount …
SEC Commissioner Peirce Speaks on Corporate Governance
We are here today to talk about excellence in corporate governance. Before I begin, I have to remind you that the views I represent are my own and not necessarily those of the Securities and Exchange Commission or my fellow
SEC Chair Clayton Discusses Modernizing Framework for Disclosures
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. I would like start today’s meeting by welcoming Commissioner Crenshaw to her first open meeting.
Today [August 26], we
SEC Commissioners Crenshaw and Lee Discuss Failure to Modernize Accredited Investor Definition
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
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