Why the SEC Proposal to Regulate Proxy Advisors Is Flawed

By Ken Bertsch February 19, 2020 by renholding

[Editor’s Note: This and the piece that immediately follows offer a point/counterpoint on the SEC’s proxy advisor proposal.] The Council of Institutional Investors opposes the SEC’s proposal to create a new regulatory structure for proxy advisory firms.[1]…

Why the SEC’s Proposed Rules on Proxy Advisors Are Necessary

By Bernard S. Sharfman February 19, 2020 by renholding

The Securities and Exchange Commission’s (SEC’s) recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice are an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies …

Petition for Rulemaking on Short and Distort

By John C. Coffee, Jr. and Joshua Mitts February 18, 2020 by renholding

Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles. But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …

Cleary Gottlieb Discusses SEC Stance on Climate Change Disclosures

By Sandra Flow, Nicolas Grabar, Jeffrey D. Karpf and Rosa Parmose February 12, 2020 by Avesh Krishna

On January 30, the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements evidence some debate within the SEC on this topic, which has attracted considerable recent …

SEC Commissioner Peirce Offers Proposal to Fill Gap Between Regulation and Decentralization

By Hester M. Peirce February 11, 2020 by renholding

I appreciate the opportunity to be with all of you today. Before beginning, I have to remind you that the views I express are my own and do not necessarily represent those of the Securities and Exchange Commission or my

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Recent Trends in SEC Penalties Against Public Companies

By David Rosenfeld February 10, 2020 by renholding

Over the past 20 years, civil penalties have become an increasingly important part of the SEC’s enforcement program. The agency frequently imposes large monetary penalties, highlights those penalties in press releases, and touts them in end-of-year statistics. Civil penalties are …

Law Professors Urge SEC to Revise Proxy Adviser Proposal

By Yoon-Ho Alex Lee, Matthew Spitzer and Eric Talley February 4, 2020 by renholding

We write as legal scholars and economists who conduct research and teach in areas of corporate law, securities law, and administrative law. In addition, one of us has previously worked at the Securities and Exchange Commission (“Commission”) as a financial …

Insider Trading and Undisclosed SEC Probes

By Terrence Blackburne, John D. Kepler, Phillip J. Quinn and Daniel J. Taylor February 3, 2020 by renholding

The U.S. Securities and Exchange Commission (SEC) has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. SEC investigations and enforcement actions play a critical role in carrying out each of these objectives. …

SEC Chair Clayton on Proposed Amendments to Volcker Rule and Disclosure Items

By Jay Clayton January 31, 2020 by renholding

Volcker Rule

Today, the Commission joined the Federal Reserve, OCC, FDIC and CFTC in proposing additional amendments to the implementing regulations under section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule.”[1] The proposed amendments,

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Davis Polk Offers Financial Institutions Enforcement Update

By Greg Andres, Martine Beamon, Robert Cohen, Neil MacBride and Paul Nathanson January 28, 2020 by renholding

To assist legal and compliance officers of financial institutions, this memorandum summarizes key recent developments in criminal prosecutions and regulatory enforcement actions involving financial institutions during November and December 2019.

Among the significant matters and trends:

The last two months

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SEC Chair Clayton Speaks at Inaugural Meeting of Asset Management Advisory Committee

By Jay Clayton January 16, 2020 by renholding

I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”[1] I apologize that I am not there to speak to you in

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Skadden Discusses Proposed SEC Amendments to Auditor Independence Rules

By Charles F. Smith and Andrew J. Fuchs January 14, 2020 by renholding

On December 30, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to its auditor independence requirements. Comments on the proposed amendments will be due 60 days after publication in the federal register, meaning comments likely will be due …

Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …

SEC Chair Clayton Addresses Proposed Order on Access to Equity Market Data

By Jay Clayton January 9, 2020 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act. The Commission today will consider a staff recommendation to issue for public comment a Proposed

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SEC Commissioner Jackson Issues Statement on Reforming Stock Exchange Governance

By Robert J. Jackson, Jr. January 9, 2020 by renholding

Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in …

SEC Commissioner Lee on Proposed Order for Equity Market Data Plans

By Allison Herren Lee January 9, 2020 by renholding

I want to start by thanking Chairman Clayton, Director Redfearn, and our dedicated staff for their work over the past couple of years to address some of the more complex and conflicted areas of equity market structure such as the …

SEC Commissioner Roisman Addresses Proposed Order on Equity Market Data Plans

By Elad L. Roisman January 9, 2020 by renholding

Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a

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The Effects of Mandatory Disclosure Rules on Hedge Fund Governance

By Colleen Honigsberg December 17, 2019 by renholding

In a new paper, I add to the debate over hedge fund regulation by introducing empirical evidence that hedge fund registration requirements reduce misreporting. Using three alternating changes in hedge fund regulation, my study finds consistent evidence that registration reduces …

Davis Polk Discusses NYSE Revised Direct Listing Proposal

By Maurice Blanco, Alan Denenberg, Marcel Fausten, James Lin and Richard Truesdell December 16, 2019 by renholding

Following the SEC’s rejection last week of its proposed rule change on direct listings, the NYSE filed a revised rule change proposal with the SEC yesterday. The new rule change proposal is substantially similar to the proposal the NYSE filed …

SEC Commissioner Peirce Speaks before National Economists Club

By Hester M. Peirce December 13, 2019 by renholding

Thank you, Cliff [Waldman] for that kind introduction. It is an honor to be among economists today. I am not sure why, but every time I speak to economists, I feel compelled to tell a joke. Maybe it is because

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