Columbia Law School
Sky Blog
Online trading platforms have become a popular way investors can buy and sell digital assets, including coins and tokens offered and sold in so-called Initial Coin Offerings (“ICOs”). The platforms often claim to give investors the ability to quickly buy
Securities and Exchange Commission
SEC Allows Exclusion of Conflicting Proposals on Special Meeting Thresholds – With a Twist
Late last year, the SEC’s Division of Corporation Finance issued a no-action letter in which it agreed that a proposal seeking to lower the threshold for calling a special meeting from 25 percent to 10 percent of the outstanding shares …
Whistleblower Provisions of Dodd-Frank Deter Aggressive Financial Reporting
In 2011, the Securities and Exchange Commission (SEC) introduced a Whistleblower (WB) program as part of the Dodd-Frank Act to protect investors through greater deterrence of securities law violations and more effective enforcement. The program offers financial incentives to provide …
Cleary Discusses Settlement Payments Under the New Tax Law
Investigations into potential violations of U.S. and non-U.S. securities laws are often resolved by a settlement requiring the business to make one or more large settlement payments. We have seen settlements paid to the DOJ, the SEC, other U.S. and …
Blue Sky Banter Podcast: Donald Langevoort on Insider Trading, Disclosure, and Disasters
Professor Donald Langevoort of Georgetown Law speaks with Reynolds Holding about how two duties — the obligation to disclose or abstain from trading on material information and the duty to reveal corporate secrets — evolved from the Second Circuit’s Texas …
SEC Commissioner Jackson Talks Mandatory Arbitration
I’m so glad to be back home here in New York. It’s an incredible honor to be speaking after Mayor Bloomberg today. And I’m sure the Mayor will be pleased to know that I plan to return and speak in
Enhancing Governance in Dual-Class Share Firms
In a typical public company, shareholders can elect the board, appoint the auditors, and approve fundamental changes. In other words, they can participate in the governance of the firm. Firms with dual class shares (DCS) alter this balance by inviting …
SEC Investor Advocate Discusses Mandatory Arbitration as Illusory Remedy for Shareholders
Today [February 24, 2018] is a special day for the [Securities and Exchange Commission’s] Office of the Investor Advocate.[1] I started this job four years ago today, and because I am the first Investor Advocate that is also the …
SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents
On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents. The release also communicates the Commission’s views on the
Changes in Corporate Governance: Externally Dictated vs. Organically Determined
Several major corporate scandals in the United States during the early 2000s brought attention to corporate governance of large U.S. companies. As a result, Congress passed the Sarbanes-Oxley Act (SOX), and the Securities and Exchange Commission (SEC) announced several regulations …
Perpetual Dual-Class Stock: The Case Against Corporate Royalty
My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and
Cleary Discusses SEC’s Freeze of Allegedly Fraudulent “Decentralized Bank” ICO
On January 30, 2018, the U.S. Securities and Exchange Commission (SEC) announced[1] that it had obtained an order from a U.S. District Court in Dallas, Texas, halting an allegedly fraudulent initial coin offering scheme. The SEC’s complaint alleges that …
SEC Chair Clayton Testifies About Virtual Currencies
Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1] I am pleased that the Committee is holding this hearing to bring greater focus to the important issues …
Proxy Access and Optimal Standardization in Corporate Governance
According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …
SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers
Thank you for that warm welcome.[1] I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was
Poetic Expansions of Insider Trading Liability
The courts have consistently held since the Supreme Court decided Dirks v. SEC in 1983[1] that tipper-tippee insider trading liability requires proof that the tipper personally benefited from the tip.
This personal benefit test can pose significant challenges to …
SEC Chair’s Remarks at Ceremonial Swearing In of New Commissioners Jackson and Peirce
Good Morning.
I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr.
I note that this August will be the 55th anniversary
The Spotify Listing: Can an “Underwriter-less” IPO Attract Other Unicorns?
Press reports indicate that Spotify, the music streaming company, is planning an initial public offering in March or April of this year, and that it plans to use a novel “direct listing” approach that has not previously been used at …
SEC Chair Clayton Talks Fixed Income Markets
I am delighted to welcome all of you to the inaugural meeting of the Fixed Income Market Structure Advisory Committee, or “FIMSAC” as many of us like to call it.[1] This is a significant day for the Commission. There
How Effective Is the SEC in Identifying Financial Reporting Errors?
The Securities and Exchange Commission (SEC) Division of Corporate Finance (DCF) reviews and regulates information in public filings to “deter fraud and facilitate investor access to information necessary to make informed investment decisions.”
Commentators criticize the SEC for …