Columbia Law School
Sky Blog
Good morning. Welcome to the SEC staff’s roundtable on proxy process. I would like to start by thanking Chairman Clayton for asking the staff to host a roundtable on this very important topic. I would also like to thank Michele
Securities and Exchange Commission
Simpson Thacher Discusses SEC Clarifications of Shareholder Proposal Issues
On October 23, 2018, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) issued new Staff Legal Bulletin 14J[1], following up on previous bulletins clarifying issues arising under Exchange Act Rule 14a-8. The new …
ISS Comments for the SEC Staff Roundtable on the Proxy Process
Institutional Shareholder Services Inc. (ISS) appreciates the opportunity to comment in advance of the SEC Staff Roundtable on the Proxy Process that is scheduled for November 15, 2018. We focus these preliminary comments on two primary areas, proxy advisory firms …
Blue Sky Banter Podcast: John Coffee on the State of Insider Trading Law
Professor John C. Coffee, Jr. of Columbia Law School speaks with John Metaxas (Columbia Law ’84) about insider trading law and his role on a new task force created to develop proposals for reform in this area. The task force …
Debevoise & Plimpton on the SEC Enforcement Division’s 2018 Annual Report
On November 2, 2018, the U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) Division of Enforcement released its 2018 Annual Report (“Report”) which presents and assesses the Division’s accomplishments during the 2018 Fiscal Year (“FY”).[1] The statistics, as well …
Market Data, the SEC and Stock Exchanges: Reopening Pandora’s Box?
Every security traded in public markets represents several data points that can be valuable to future trades (not to mention compliance). The Regulation National Market System (or “Reg NMS”) grants exchanges, licensed as self-regulatory organizations (“SROs”), the responsibility to disseminate …
Shearman & Sterling on Whether a Cyber Breach Can Be a Violation of Internal Controls
On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies that were the victims of cyber fraud. …
Arnold & Porter Discusses Growing Cybersecurity Oversight by SEC and Shareholders
Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today. In addition to vigilantly guarding against attacks, companies must consider the possibilities of litigation and investigations that can stem as a result of …
SEC Commissioner Discusses Improving Information for Investors in the Digital Age
I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has
Competition: The Forgotten Fourth Pillar of the SEC’s Mission
Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our …
Proposed New Disclosures for Mutual Fund Advisers
According to the Securities and Exchange Commission (SEC) release establishing the Proxy Voting Rule, an investment adviser “is a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s …
Lame Duck CEOs
The process of replacing key individuals is crucial to organizations’ performance. This is as true for presidents of countries as it is for CEOs. When a firm announces the departure of a CEO without announcing a successor, the incumbent CEO …
SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules
Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to
Financial Misconduct and Strategic Corporate Disclosures
Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …
Debevoise on Material Omissions in Private Equity Secondary Transactions
As private equity funds approach the end of their lives, a fund’s general partner is often encouraged by the fund’s limited partners and third-party buyers to consider secondary liquidity solutions. Liquidity solutions can involve fund extensions, asset sales to third-party …
SEC’s Co-Chief of Enforcement Talks Remedies and Relief
My remarks today come a little over a year after Stephanie Avakian and I were appointed Co-Directors of the SEC’s Division of Enforcement and just a few days after the close of the first full fiscal year in which we
Bonfire of the Vanities–2018 Style: The Case of Elon Musk
Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.
Securities analysts estimate that somewhere between 25 and 35 percent of the value of …
Resolving the Tension Between Efficiency and Inclusivity in Crowdfunding
There’s a contradiction at the core of securities crowdfunding, a form of Internet-based public stock market modelled on Kickstarter and its ilk. On the one hand, crowdfunding seeks to create an inclusive system where entrepreneurs, regardless of where they are …
SEC’s Co-Director of Enforcement Talks About Her Division’s Impact
My speech today [1] happens to fall a little less than two weeks before the close of Steve Peikin’s and my first full fiscal year as Co-Directors of the SEC’s Division of Enforcement. In many respects, a year is an
Sullivan & Cromwell Discusses SEC’s Withdrawal of Proxy Advisory Guidance
On September 13, the SEC’s Division of Investment Management withdrew two interpretive letters issued in 2004 to Egan-Jones Proxy Services (“Egan-Jones”) and Institutional Shareholder Services, Inc. (“ISS”). The letters described some of the guidelines under which an investment adviser could …