Securities and Exchange Commission

Davis Polk Discusses NYSE Revised Direct Listing Proposal

By Maurice Blanco, Alan Denenberg, Marcel Fausten, James Lin and Richard Truesdell December 16, 2019 by renholding

Following the SEC’s rejection last week of its proposed rule change on direct listings, the NYSE filed a revised rule change proposal with the SEC yesterday. The new rule change proposal is substantially similar to the proposal the NYSE filed …

SEC Commissioner Peirce Speaks before National Economists Club

By Hester M. Peirce December 13, 2019 by renholding

Thank you, Cliff [Waldman] for that kind introduction.  It is an honor to be among economists today.  I am not sure why, but every time I speak to economists, I feel compelled to tell a joke. Maybe it is because

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SEC Chair Delivers Testimony on Oversight to U.S. Senate Banking, Housing, and Urban Affairs Committee

By Jay Clayton December 11, 2019 by renholding

Chairman Crapo, Ranking Member Brown and Senators of the Committee, thank you for the opportunity to testify before you today about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]  I am honored to

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SEC Commissioner Speaks on Protecting Elder Investors

By Elad L. Roisman December 6, 2019 by renholding

Good morning. I am truly happy to join you today at the fall 2019 meeting of the Elder Justice Coordinating Council (“EJCC”). I want to thank U.S. Department of Health and Human Services Secretary [Alex] Azar, Assistant Secretary [Lance] Robertson,

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Does Litigation Risk Make Financial Reports Less Readable?

By Mark Humphery-Jenner, Yun Liu, Vikram K. Nanda, Sabatino Silveri and Minxing Sun December 5, 2019 by renholding

Financial reports can be opaque, complex, and difficult to understand. As far back as 1998, this was the premise behind the SEC’s Plain English Rule: an unsuccessful attempt to encourage firms to write more readable financial reports. In a new …

Sullivan & Cromwell Discusses NYSE Proposal to Expand Permitted Use of Direct Listings

By Sullivan & Cromwell LLP December 5, 2019 by renholding

On November 26, 2019, New York Stock Exchange LLC (“NYSE”) filed notice of a proposed rule change with the Securities and Exchange Commission to modify its listing rules relating to direct listings. The proposed rule change would allow companies to …

SEC’s Director of Investment Management Division Talks Securities Law Developments

By Dalia Blass December 4, 2019 by renholding

Good Morning. Thank you Susan [Olson], and thank you all for the opportunity to come back and update you on the Division’s work.[1]

I recently came across a September Compliance Minute Podcast, titled: Where Have you Gone, Dalia Blass?

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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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