Securities and Exchange Commission

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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SEC Chairman Clayton Testifies to Senate on 2020 Budget Request

By Jay Clayton May 14, 2019 by renholding

Chairman Kennedy, Ranking Member Coons and Senators of the Subcommittee, thank you for the opportunity to testify today on the President’s fiscal year (FY) 2020 budget request for the U.S. Securities and Exchange Commission (SEC).[1]

It is an honor

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SEC Chairman Clayton Comments on Proposed Amendments to Sarbanes-Oxley

By Jay Clayton May 10, 2019 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Our only item on the agenda today is a recommendation from the Division of Corporation Finance to propose amendments

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SEC Commissioner Jackson Dissents from Proposed Amendments to Sarbanes-Oxley

By Robert J. Jackson, Jr. May 10, 2019 by renholding

Thank you, Mr. Chairman, and thank you to the Staff in the Division of Corporation Finance, including John Fieldsend, Elizabeth Murphy, Felicia Kung, Lindsay McCord, and Director Bill Hinman, for their work in developing today’s release. I also appreciate the

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How Are Non-Financial and Financial Misconduct Related?

By Aneesh Raghunandan May 8, 2019 by renholding

Companies face strong incentives to meet expectations – whether their own or those of the capital markets. A wide literature shows that this can lead to deceptive behavior by firms, which can amount to anything from overly aggressive accounting to …

SEC Commissioner Jackson Comments on Proposed Rule on Financial Disclosures for Mergers and Acquisitions

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

Let me begin by thanking the staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing the May 3 release and for helpful briefings throughout this process.

The May 3 proposal governs …

SEC Chief Accountant Talks the Future of Financial Reporting

By Wesley Bricker May 3, 2019 by renholding

I’m grateful for the opportunity to visit Baruch College’s Zicklin School of Business and speak at the annual financial reporting conference for the fourth time. Many students who were starting their collegiate work here when I first spoke at this

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Debevoise Discusses SEC Disclosure Changes for Tech, Media, and Telecom Firms

By Jeffrey P. Cunard, Michael Diz, Jonathan E. Levitsky, Paul M. Rodel and C. Chloe Orlando May 3, 2019 by abirvarma

On March 20, 2019, the SEC announced the adoption of amendments to Regulation S-K intended to modernize and simplify disclosure requirements applicable to SEC reporting companies. Highlighted below are two changes of note for companies in the technology, media and …

Beyond Disclosure: A New Way of Examining Securities Regulation

By Jena Martin May 2, 2019 by renholding

When it comes to the U.S. securities markets, the game has changed. Historically, the U.S. securities markets were dominated by retail investors who engaged in a buy and hold strategy: purchasing stocks as a vehicle to invest in a corporation …

Do Share Buybacks Deserve More Regulatory Scrutiny?

By Georges Ugeux April 29, 2019 by renholding

In 2018, U.S. companies spent $1 trillion to buy back their shares, while they spent $4 trillion to do so between 2008 and 2017. This is raising strong criticism from different quarters in the political sphere. Not only do key …

Insider Trading and Disclosure: The Case of Cyberattacks

By Eli Amir, Shai Levi and Tsafrir Livne April 25, 2019 by renholding

The U.S. Securities and Exchange Commission (SEC) recently identified incidents in which top executives sold shares before disclosing to the public negative information about cyberattacks. For example, the former chief information officer of Equifax, Jun Ying, exercised his stock options …

SEC Investor Advocate Talks Investor Issues for 2019

By Rick A. Fleming April 22, 2019 by renholding

Good afternoon. I hope you are enjoying this year’s edition of SEC Speaks, which gives the public a good overview of all the work that is going on at the Commission.[1] In the Office of the Investor Advocate, we

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Commissioner Peirce Speaks on SEC’s “Secret Law”

By Hester M. Peirce April 12, 2019 by renholding

I would like to begin with the standard disclaimer plus an additional one that ties with the theme of this speech. The views I represent are my own and not necessarily those of the Commission or my fellow Commissioners. The

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SEC’s Roisman on Encouraging Smaller Entrants to U.S. Capital Markets

By Elad L. Roisman April 11, 2019 by renholding

Good afternoon. Thank you to everyone who hurried back from lunch to hear me speak. The pressure is on for me to make it worth your while. I never imagined that I would be standing at this podium, but I …

SEC Chair Clayton Offers “MD&A” for the Agency

By Jay Clayton April 9, 2019 by renholding

Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a

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SEC Offers Framework for “Investment Contract” Analysis of Digital Assets

By Securities and Exchange Commission April 8, 2019 by renholding

If you are considering[1] an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset,[2] you need to consider whether the U.S. federal securities laws apply. 

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