Columbia Law School
Sky Blog
Today [November 2] we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The recommended amendments reflect a
Securities and Exchange Commission
SEC Chair Clayton Speaks on Regulations for Funds’ Use of Derivatives
Today [October 28], we are considering a new rule to provide an updated and comprehensive regulatory framework for the use of derivatives by registered investment funds, including mutual funds and exchange traded funds (ETFs). I have spoken before on the
SEC Officials Issue Joint Statement on Complex Financial Products and Retail Investors
Retail investors have a wide array of investment options available to them, including an increasing number and type of investment products that are more complex than conventional stock and bond investments.[1] These complex products may be exchange-traded or sold
SEC Chairman Clayton Addresses Regulation Best Interest and Form CRS
Good afternoon and welcome to the SEC’s Staff Roundtable on Regulation Best Interest and Form CRS.[1] We hope that this event provides useful information to broker-dealers and investment advisers in complying with these key regulatory enhancements. Staff from the
The Deterrent Effect of Whistleblowing on Insider Trading
One of the many significant reforms enacted in The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 was the creation of a whistleblower bounty program within the SEC. The program increased monetary rewards for whistleblowing and provided protections …
Davis Polk Discusses SEC Rebuke Over Stock Buybacks Under 10b5-1 Plan
On October 15, the SEC announced a settlement stemming from a company’s series of stock buybacks undertaken pursuant to a Rule 10b5-1 plan. Although the SEC concluded that the company initiated the 10b5-1 plan at a time when it possessed …
How SEC Enforcement Affects Insider Leakage
In 2012, Mary L. Schapiro, the chairwoman of the Securities and Exchange Commission, argued that market participants had “short memories” and that the SEC as a result had to take regular enforcement actions “so that people don’t forget that they …
Latham & Watkins Discusses SEC Proposal of Safe Harbor Framework for Unregistered Finders
On October 7, 2020, the US Securities and Exchange Commission (SEC) issued a Notice of Proposed Exemptive Order Granting Conditional Exemption from the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of …
Cleary Gottlieb Discusses Why Second Circuit Should Abandon “Core Operations” Doctrine
In the Private Securities Litigation Reform Act of 1995, Congress imposed heightened pleading standards on securities fraud claims in order to discourage the filing of unmeritorious litigation.[1] Key among these standards are the dual requirements that a complaint “state …
SEC Chair Speaks on FY 2020 Results
Thank you, Stephanie [Avakian], for that kind introduction. I am pleased that this annual event can continue in our new virtual environment. Thank you all for taking the time to participate today and for your continued interest in the work
Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism
On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …
An Important and Timely Book: John C. Coffee, Jr.’s Corporate Crime and Punishment
During the last 15 years, a consequential U-turn occurred in federal white-collar criminal enforcement. Federal enforcement of white-collar crimes all but collapsed in the period of 2000 to 2007. In the first 11 months of 2008, the SEC prosecuted 133 …
The Department of Labor Carpet Bombs Investor Protection
The Department of Labor (DOL) has launched a major attack on investor protection and shareholder rights in the last three months. In three successive strikes against long-standing practices of ERISA fiduciaries, the DOL has created disorder and confusion. Its actions …
Kohn, Kohn & Colapinto Discusses Changes to SEC Whistleblower Rules
On September 23, 2020, the U.S. Securities and Exchange Commission approved changes to its highly successful Dodd-Frank Act whistleblower program in a 3-2 vote [1]. The program has resulted in over $2.5 billion in penalties against public companies, $750 million …
SEC Commissioner Lee on the Amendments to Rule 14a-8
The final rules represent the capstone in a series of policies that will dial back shareholder oversight of management at the companies they own. Last year, the Commission adopted guidance on proxy advisors and proxy solicitation that made it more
SEC Commissioner Peirce on Shareholder Proposals under Exchange Act Rule 14a-8
Thank you, Chairman Clayton. I support today’s amendments to certain procedural requirements and the resubmission thresholds under the shareholder proposal rule. While it can be difficult to discern the signal from the noise around today’s amendments, the reality of the
SEC Commissioner Roisman on Shareholder Proposals under Exchange Act Rule 14a-8
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
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 …