Columbia Law School
Sky Blog
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act. Today we have two items on the agenda, both continuations of our ongoing work to modernize and enhance the
Securities and Exchange Commission
EBITDAC, Civil Liability, and New Paradigms
COVID-19 has led companies to patch-up financial reporting by adding estimates of pre-COVID-19 profits to their EBITDA. Recently, COVID-19 prompted measuring-equipment manufacturer Schenck Process, for example, to add back €5.4 million, resulting in an adjusted EBITDA of €18.3 …
Cleary Gottlieb Discusses SEC Proposal to Significantly Change Reporting by Institutional Investors
On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F.[1] The SEC’s …
Disgorgement After Liu v. SEC: The Game Is On!
Experienced litigators know that an adverse appellate decision (even from the U.S. Supreme Court) rarely ends their case. The question is instead: What is the next move? What defenses do we fall back on? So it is likely to be …
SEC Chair Clayton Addresses the Financial Stability Oversight Council
Market Functioning and Monitoring
We have continued our efforts to help facilitate the orderly and fair market function, including in coordination with our colleagues at the Federal Reserve and Treasury.[1]
Market activity has remained active in June and thus
Cooperation in Securities Market Regulation: Perspectives from Australia
The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to help address and ameliorate that risk.
Yet, although capital …
SEC Commissioner Advocates ESG Disclosure for Asset Managers, Not Issuers
Good afternoon, everyone. Thank you, Keir [Gumbs], for the kind introduction, and thank you to the Society for Corporate Governance for the invitation to speak today. I had been looking forward to seeing everyone in Colorado this week but, of
Davis Polk Discusses NYSE’s New Proposal on Direct Listings
On June 22, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing. The NYSE had previously proposed a rule change, which …
Paul Weiss Discusses Enhanced Cooperation Between SEC and DOJ Antitrust Division
On June 22, the Antitrust Division of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) announced that they have signed a memorandum of understanding (MOU) to enhance cooperation between the two agencies. According to the agencies’ …
SEC Update on Regulatory Relief During the Pandemic
The U.S. Securities and Exchange Commission’s efforts in response to the COVID-19 pandemic are centered, first and foremost, on the health and safety of our employees and all Americans. The Commission’s recognition of the corresponding need of market participants to
SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19
SEC Chair Speaks on Small Business Capital Formation
Welcome to the 39th Annual Small Business Forum. I want to thank Martha and the staff in the Office of the Advocate for Small Business Capital Formation – that includes Colin, Jenny, Jessica, Julie, Malika and Todd – for
SEC Chair Clayton Speaks on Municipal Securities Disclosure
Good afternoon everyone. Thank you to the Office of Municipal Securities for organizing this conference. And thank you to all the panelists for taking time to join us today.[1]
State of the Municipal Securities Market
Since December 2018, when
Shining a Light on Strategically Leaked Plans of Activist Investors
On October 12, 2015, an activist hedge fund we’ll call John Doe Management filed a Form 13D, disclosing 5.5 percent ownership and an intent to pursue an activist campaign in a target firm we’ll call Industrial Corp (IC). The next …
Does Reducing Disclosure Mean Fewer Pre-IPO Lawsuits?
Can silence solve problems that words cannot? The Securities and Exchange Commission (SEC) hopes so, because this premise underlies the confidential filing provision of the Jumpstart Our Businesses (JOBS) Act. But how firms benefit from confidential filings remains unclear, complicating …
Encouraging Corporations to Investigate Potential Misconduct on Their Own – A Comparative View of Israel and the U.S.
One of the most serious corruption cases ever investigated in Israel is “Case 3000,” also known as “The Submarines Scandal.” It concerned suspicions that senior Israeli officers and public servants received bribes for over a decade in order to “fix” …
Davis Polk Discusses the SEC and Inadequate Perk Disclosure
A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.
Between 2015 and 2019, Argo Group International Holding, Ltd. reported some $1.2 million in perks and similar personal benefits paid …
The SEC’s Covid-19 Disclosure Guidance Is a Litigation Trap
The Securities and Exchange Commission (SEC) has been putting pressure on companies that regularly file public reports to make detailed statements about the effects of the coronavirus pandemic on their businesses. Given the many uncertainties about those effects, the disclosures …
Why the U.S. Is Lagging on ESG Disclosure Reform
Over the past five years, international organizations ranging from the United Nations and the G20 to the World Economic Forum and the International Organization of Securities Commissioners (IOSCO) have advocated expanding environmental, social, and governance (“ESG”) or “non-financial” reporting by …
SEC Chairman Speaks to Fixed Income Market Structure Advisory Committee
Thank you, Michael [Heaney]. Good morning everyone, and welcome to this year’s second meeting of the Fixed Income Market Structure Advisory Committee. Thank you for joining us. I am glad we are able to meet virtually today.
I would like …