Securities and Exchange Commission

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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SEC Chairman Clayton Talks Market Growth and Development

By Jay Clayton April 4, 2019 by renholding

Welcome to the SEC’s 29^th Annual International Institute for Securities Market Growth and Development.[1]

Thank you for being our guests over the next two weeks.

It is our honor to host 186 delegates from 69 countries this year.

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Gibson Dunn on SEC Simplification of Disclosure Requirements

By James Moloney, Hillary H. Holmes and Michael Titera April 2, 2019 by abirvarma

On March 20, 2019, the Securities and Exchange Commission (the “SEC”) voted to adopt amendments (available here) to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies (the “Final Rules”).[1]  The amendments, which, among …

SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee

By Jay Clayton March 29, 2019 by renholding

Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman …

SEC Commissioner Jackson Discusses FAST Act Adopting Release

By Robert J. Jackson, Jr. March 27, 2019 by renholding

I want to begin by conveying my thanks to the staff in the Division of Corporation Finance for their hard work in developing today’s adopting release. I am especially grateful to Charles Kwon and Dan Greenspan, as well as Director …

Short Selling and the New Market Manipulation

By John C. Coffee, Jr. and Joshua Mitts March 18, 2019 by renholding

Stock market manipulation has been around since shortly after stock markets were invented. Everyone is familiar with the methodology in the standard “pump and dump” scheme: False rumors are circulated, the stock is bid up by the manipulators, supply might …

Equity Market Structure 2019: Looking Back and Moving Forward

By Jay Clayton and Brett Redfearn March 12, 2019 by renholding

Chairman Clayton

Thank you, Dean Rapaccioli, for your kind introduction and for the invitation to Director Redfearn and me to speak about equity market structure.[1]

I’m delighted that my good friend Craig Phillips was able to take time to

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SEC Commissioner Speaks to Council of Institutional Investors

By Hester M. Peirce March 11, 2019 by renholding

Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the

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How to Enhance the Value of Shareholder Voting Recommendations

By Bernard S. Sharfman March 8, 2019 by renholding

In a new article, I discuss how investment advisers like Blackrock, State Street, and Vanguard, can become adequately informed prior to voting their proxies without having to read massive amounts of information about the hundreds or thousands of companies …

Sullivan & Cromwell Discusses SEC Guidance on Director Diversity Disclosure

By Melissa Sawyer and Heather Coleman February 27, 2019 by pss2150

On February 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance released Compliance and Disclosure Interpretations 116.11 and 133.11, which address the disclosure of self-identified diversity characteristics with respect to board members and nominees under Items 401 …

Sullivan & Cromwell Discusses Key Considerations for Annual SEC Filings

By Robert E. Buckholz, Catherine M. Clarkin, Robert W. Downes, James M. Shea Jr. and Danielle B. Abada February 25, 2019 by renholding

As issuers prepare their Form 10‑K and 20‑F filings for fiscal year 2018, they should consider the guidance provided in some recent speeches from officials of the Securities and Exchange Commission (“SEC”), which highlight a number of considerations relating to …

SEC Commissioner Offers Inside View of the Regulation Machine

By Hester M. Peirce February 13, 2019 by renholding

I had high expectations when I picked up Thom [Lambert’s] book on regulation shortly after it first came out several years ago.[1] Those expectations were exceeded by the clear and compelling way in which the book wrestles with the

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