Securities and Exchange Commission

The Costs of Complying with SOX’s Internal-Controls Audit Requirement

By Jenny McCallen, Roy Schmardebeck, Jonathan E. Shipman and Robert Lowell Whited July 29, 2019 by renholding

Section 404(b) of the Sarbanes Oxley Act (SOX) requires auditors to test and report on the effectiveness of internal control over financial reporting (ICFR) for accelerated and large accelerated filers. Although Iliev (2010) documents substantial costs to initially comply with …

SEC Chairman Clayton Speaks to Investor Advisory Committee

By Jay Clayton July 29, 2019 by renholding

Thank you, Anne [Sheehan].  Good morning everyone, and I want to extend a special welcome to our new commissioner, Allison Lee.

I am interested in today’s discussion.  I understand the Committee first will be talking about the SEC approach to

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Gibson Dunn Offers 2019 Mid-Year Securities Enforcement Update

By Mark K. Schonfeld and Amy Mayer July 24, 2019 by renholding

The first half of 2019 has seen a continuation of the Securities and Exchange Commission’s emphasis on protecting the interests of Main Street investors. Chairman Clayton reiterated these themes in his testimony in May before the Financial Services and General …

SEC Chairman Clayton Kicks Off SEC Roundtable on Short-Termism

By Jay Clayton July 22, 2019 by renholding

Bill [Hinman] thanks a lot. I’m going to highlight three items to try and kick us off here. First, a thank you to Bill, Coy, Shelley and the other staff from the Division of Corporation Finance for the work you

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SEC Proposes to Exempt More Firms from Required Attestation of Internal Controls

By Colleen Honigsberg and Shivaram Rajgopal July 15, 2019 by renholding

The Securities and Exchange Commission has proposed changes to its rules requiring companies to obtain attestation on their internal controls from an independent public accountant. The proposal rests on the idea that attestation’s costs often exceed its benefits. The SEC’s …

SEC Chair Clayton Discusses Regulation Best Interest and Investment Advisers

By Jay Clayton July 12, 2019 by renholding

As many of you know, in June, the Securities and Exchange Commission adopted a package of rules and interpretations that will enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.[1] Importantly, they bring the

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SEC Statements on the Retirement of Delaware Chief Justice Leo Strine

By Jay Clayton and Robert J. Jackson, Jr. July 10, 2019 by renholding

Yesterday, Chief Justice Leo Strine announced his retirement after more than twenty years on the Delaware Court of Chancery and Supreme Court of Delaware, two of the most important courts for our markets and our investors.

Chief Justice Strine deserves

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SEC Chair Clayton Issues Statement on Offers of Settlement

By Jay Clayton July 8, 2019 by renholding

When the Securities and Exchange Commission is considering filing (or has filed) an action alleging violations of the federal securities laws, it often is in the public interest to pursue a timely, reasonable and consensual resolution of the matter. The

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SEC Commissioner Jackson Gives Statement on Margin for Security Futures

By Robert J. Jackson, Jr. July 4, 2019 by renholding

As always, I want to begin by thanking our Staff for the hard work reflected in today’s release. In particular, Tom McGowan and Sheila Swartz provided helpful briefings to my Office, addressing a wide range of questions in connection with …

SEC Commissioner Peirce Speaks About Women on Boards

By Hester M. Peirce July 3, 2019 by renholding

A few months ago there was an article in the Washington Post about the baby on board signs that seem to be on so many cars.[1] The article’s timing was perfect because I had just seen one of those …

Statement of Concerned Securities Law Professors Regarding Investment Advisers and Fiduciary Obligations

By Drafting Committee June 25, 2019 by renholding

We circulate this statement as law professors specializing in the field of securities regulation who are concerned that the Securities and Exchange Commission (the “Commission”) has moved in a new direction that is both contrary to its past practice and …

SEC Commissioner Peirce Talks Flaws in Scoring Companies on Environmental, Social, and Governance Factors

By Hester M. Peirce June 24, 2019 by renholding

Thank you, Ben [Zycher]. I will begin with the standard disclaimer. My remarks represent my views and not necessarily those of the Commission or my fellow Commissioners.

I will next address a question that is undoubtedly in the mind of

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SEC Commissioner Peirce Talks Exchange-Traded Funds

By Hester M. Peirce June 14, 2019 by renholding

Welcome to all of you. We are so delighted to be able to host you at the Securities and Exchange Commission for today’s workshop on exchange-traded funds (ETFs). The discussion today is sure to be fascinating. Aside from my greeting,

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SEC Chairman Discusses Recent Legal Decisions and the Impact of Data Collection

By Jay Clayton June 7, 2019 by renholding

Thank you, Jeff [Boujoukos], for that kind introduction. I am pleased to have the opportunity to speak with the SEC’s federal and state partners in my home town of Philadelphia. Thank you to the Philadelphia Regional Office for organizing this

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SEC Commissioner Jackson Speaks on Final Rules Governing Investment Advice

By Robert J. Jackson, Jr. June 6, 2019 by renholding

Our nation is facing a savings crisis. Many young workers are unable to save at all; half of America’s retirees have saved less than $65,000 and face the terrifying prospect of running out of money in retirement.[1] Every time

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Wachtell Lipton Discusses Corporate Purpose—Stakeholders and Long-Term Growth

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Sabastian V. Niles June 3, 2019 by renholding

Until recently, the dialogue on corporate governance has focused almost exclusively on how to increase the ability of shareholders to impose their will on corporations. Shareholder groups, advisory firms and academics continually developed and added to a set of “best …

SEC Commissioner Talks a Quarter Century of Exchange-Traded Fun

By Hester M. Peirce May 31, 2019 by renholding

Since the first exchange-traded fund (“ETF”) launched in 1993, ETFs have proven to be one of the most useful and successful innovations in the registered fund space under the Investment Company Act (“Act”) of 1940. The innovation did not stop

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SEC Commissioner Peirce on the Need to Reexamine Rules

By Hester M. Peirce May 23, 2019 by renholding

Thank you, Peter [Easton] for that kind introduction. I appreciate the chance to be with you at today’s conference to discuss Hot Topics at the Securities and Exchange Commission. It is a small population of people who would describe anything

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SEC Chairman Announces Roundtable on Management, Reporting, and Regulation

By Jay Clayton May 22, 2019 by renholding

Our capital markets benefit from a level of retail investor participation that is unparalleled among the world’s large industrialized countries. Our Main Street investors who, day in and day out, put their hard-earned money to work for the long term

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SEC Commissioner Peirce Talks Digital Assets: How We “Howey”

By Hester M. Peirce May 17, 2019 by renholding

One year ago, I gave a speech—appropriately in Southern California—called “Beaches and Bitcoin.”[1] At that time—not so long ago in analog time but eons ago in digital time—the burning question was how to decide when issuing tokens constituted an

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