Securities and Exchange Commission

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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SEC Chairman Delivers Remarks on Elder Investor Fraud

By Jay Clayton October 4, 2019 by renholding

Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.

On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants.  Protecting

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Kirkland & Ellis Discusses the Risks of Subsidiary Pleas in Criminal Resolutions: Och-Ziff

By Asheesh Goel, Zach Brez, Kim Nemirow and Allison Lullo October 2, 2019 by renholding

In 2016, hedge fund Och-Ziff Capital Management Group (“Och-Ziff”) entered into one of the largest Foreign Corrupt Practices Act (“FCPA”) resolutions ever: It agreed to pay a total of $412 million to the Department of Justice and the Securities and …

The Cost to Retail Investors and Public Markets of “Harmonizing” Securities Offering Exemptions

By Erik F. Gerding October 1, 2019 by renholding

In June 2019, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued a Concept Release on the Harmonization of Securities Offering Exemptions (the “Concept Release”), which set forth proposals to expand the …

SEC Chair Clayton Talks More Modern Regulatory Framework

By Jay Clayton September 30, 2019 by renholding

Today [Septemer 26] , the Commission announced three important rulemakings.

• Modernizing the Approval Framework for ETFs.  We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized

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Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat

By Jay Clayton September 26, 2019 by renholding

Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]

Overview—The SEC’s

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Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms? 

By Emmanuel T. De George, Minh Phan and Robert C. Stoumbos September 12, 2019 by renholding

The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …