Securities and Exchange Commission

Why Board Diversity and the Nasdaq Rule Requiring It Make Sense

By Richard W. Painter April 26, 2021 by renholding

In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve a new boardroom diversity rule.[1] The aim is for most Nasdaq-listed companies to have at least one director self-identifying as a woman and another self-identifying as …

The New Separation of Ownership and Control: Institutional Investors and ESG

By Paul G. Mahoney and Julia D. Mahoney April 20, 2021 by renholding

In recent weeks, the Securities and Exchange Commission (SEC) has devoted considerable attention to environmental, social and governance, or ESG, matters. It has requested public comment on climate disclosure proposals, appointed a senior policy advisor for climate and ESG, and …

Taming Unicorns

By Matthew Wansley April 15, 2021 by renholding

Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …

SEC Speaks on Accounting and Reporting Considerations for SPAC Warrants

By John Coates and Paul Munter April 13, 2021 by renholding

In a recent statement,[1] Acting Chief Accountant Paul Munter highlighted a number of important financial reporting considerations for SPACs.[2] Among other things, that statement highlighted challenges associated with the accounting for complex financial instruments that may be common

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SPACs, IPOs, and Liability Risk Under the Securities Laws

By John Coates April 12, 2021 by renholding

Over the past six months, the U.S. securities markets have seen an unprecedented surge in the use and popularity of Special Purpose Acquisition Companies (or SPACs).[1],[2] Shareholder advocates – as well as business journalists and legal and

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SEC’s Acting Chief Accountant Discusses Reporting and Auditing Issues for Companies Merging with SPACs

By Paul Munter April 1, 2021 by renholding

In recent years, we have seen significant market developments and innovation in our capital markets, with a variety of structures being utilized to raise capital and facilitate taking private companies public.[1]

The U.S. capital markets are often described as

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Regulating SPACs — Before It’s Too Late

By Georges Ugeux March 31, 2021 by renholding

Although it has been used in the past, the resurgence of the Special Purpose Acquisition Company (SPAC) has been spectacular in the last two years. According to its promoters, a SPAC offers relatively easy access to a listing on a …

SEC Commissioner Speaks at Asset Management Advisory Committee Meeting

By Hester M. Peirce March 22, 2021 by renholding

Good morning to you all and thank you Ed [Bernard]. It is always a pleasure to welcome the hard working volunteers of AMAC back to the Commission. I also want to thank Sarah ten Siethoff and the staff of the

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Acting Chair Lee Speaks on Meeting Investor Demand for Climate and ESG Information at the SEC

By Allison Herren Lee March 17, 2021 by renholding

Thank you, John [Podesta], and thanks to the whole team here at the Center for American Progress, for hosting me today. I’ve had the honor of serving as Acting Chair of the SEC for nearly two months now, and I

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Wachtell Lipton on Whether the SEC Is Pushing the Boundaries of Regulation FD

By John F. Savarese and Wayne M. Carlin March 15, 2021 by renholding

On March 5, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in …

Toward a Better Coordinated Regulatory Response to Cryptoassets

By Carol Goforth March 10, 2021 by renholding

On Monday, January 8, 2021, Tesla announced in a filing with the Securities and Exchange Commission that it had purchased $1.5 billion worth of Bitcoin.[1] This purchase coincided with a dramatic increase in the price of the cryptoasset, which …

Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

By Hester M. Peirce and Elad L. Roisman March 5, 2021 by renholding

Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1]  Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives.  What does this

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Securities Regulation and Class Warfare

By Jonathan R. Macey March 2, 2021 by renholding

In a new article, I examine the regulatory goals of creating “fair, orderly, and efficient” securities markets in light of the recent issues involving trading in the shares of GameStop Corp. (GME) through the broker-dealer firm Robinhood Financial LLC.  The …

What Do the Data Reveal About (the Absence of Black) Financial Regulators?

By Chris J. Brummer February 25, 2021 by renholding

As has been remarked many times, yet still never enough, Black history is America’s history – and if anything, financial regulation proves the point.   When calamity hits the stock market, Black people feel it too, if not always in terms …

Private Company Lies

By Elizabeth Pollman February 23, 2021 by renholding

Rule 10b-5, the federal antifraud catch-all, applies to both public and private company securities. Yet the voluminous case law, and the related scholarly literature, has focused primarily on public corporations and markets.

This state of the world sufficed for …

Shareholder Monitoring and Discretionary Disclosure

By Venky Nagar and Jordan Schoenfeld February 22, 2021 by renholding

Regulation Fair Disclosure (“Reg FD”) is commonly believed to prohibit managers from disclosing information about their firm to select shareholders. But managers are in fact allowed to do so in several circumstances. Specifically, Reg FD exempts communications to shareholders who …

King & Spalding Discusses Takeaways from GameStop

By John M. Anderson, Robert J. Leclerc, Aaron W. Lipson, Brett R. Schroeder and Michael J. Oberlies February 19, 2021 by snehapandya

The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment bankers, regulators and public company executives to critically re-examine their preparedness for extraordinary market volatility.

The meme …

Wachtell Lipton Discusses White-Collar and Regulatory Enforcement: What Mattered in 2020 and What to Expect in 2021

By John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders and Sarah K. Eddy February 10, 2021 by renholding

As we write this memorandum, a new administration is forming in Washington, with new leadership teams being nominated at DOJ, SEC, CFTC and other regulatory and law-enforcement agencies — thus prompting the question of what these changes may portend for …

Game Over: How Best to Regulate Betting on Wall Street

By John C. Coffee, Jr. February 8, 2021 by renholding

What a difference a week makes! Almost two weeks ago, the frenzied discussion of GameStop assumed that a proletarian revolution was in progress, that the masses had organized themselves through Reddit and Robinhood, and that they were marching on the …

Latham & Watkins Looks Back at Digital Asset Regulation in 2020

By Stephen P. Wink, Todd Beauchamp, Yvette D. Valdez, Eric S. Volkman, Adam Bruce Fovent and Deric Behar February 5, 2021 by renholding

Last year, Latham & Watkins sounded a hopeful note that 2020 would provide a clearer vision than 2019 for the regulation of digital assets in the US. In the wake of the emergence of COVID-19, priorities changed, along with forecasts …