Columbia Law School
Sky Blog
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
Securities and Exchange Commission
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 …
Did Deregulation End the “Quiet Period” of Low-Risk Banking?
From the New Deal until the 1970s, banks were on a tight leash. Regulators controlled the rate of interest they could pay on deposits. Banks could not underwrite or deal in corporate securities. With some exceptions, they could not expand …
Was Glass-Steagall’s Demise Both Inevitable and Unimportant?
The financial crisis of 2007-09 caused the Great Recession, the most severe global economic downturn since the Great Depression. The financial crisis began with the collapse of the subprime mortgage market in the U.S. and spread to financial markets around …
SEC Commissioner Jackson Issues Statement on Shareholder Voting
Today, the Office of the Chairman and the Division of Investment Management at the Securities and Exchange Commission suddenly raised questions about long-resolved issues regarding shareholder voting.[1] Because the Investor Advisory Committee’s critical work in this area is ongoing, …
How Private Equity Enhances the Market for Corporate Control and Capitalism
In this age of firebrand political rhetoric and sniping from the right and the left, Wall Street has taken more than its fair share of criticism. One of the most significantly misplaced criticisms, however, derives from a gross misunderstanding of …
Making Sustainability Disclosure Sustainable
Issuers, investors, and regulators are paying increasing attention to corporate sustainability. Commentators have proffered a variety of explanations for this attention ranging from the argument that corporations are morally obligated to act in a socially responsible manner to the claim …
Insider Trading Ahead of Cyber Breach Announcements
On March 14, 2018, the Securities and Exchange Commission charged a former chief information officer of Equifax with insider trading. The complaint alleged that he profited from selling stock ahead of the September 2017 public announcement of a major cybersecurity …
SEC Chair Clayton Talks Capital Formation
I am delighted to participate in the 36|86 Entrepreneurship Festival here in Nashville, Tennessee. I would like to speak for about 25 minutes about key capital formation initiatives at the SEC.[1] After my remarks, I will be joined by
Thinking Holistically Before Dropping Quarterly Reporting
Robust capital markets are widely believed to signal economic vitality, and a reliable barometer of such vitality was historically a rising number of IPOs and listings. Yet, as we are experiencing record setting economic expansion, that barometer has failed us. …
Quarterly Reporting and Market Liquidity
Trading in U.S. equity markets is fast and cheap. While proponents of ending quarterly reporting point to the dangers of short-termism, less frequent disclosure is also likely to lead to a decline in liquidity and to greater trading costs. The …
Cutting Disclosure Frequency Is the Wrong Solution to the Wrong Problem
President Trump has directed the Securities and Exchange Commission to study whether a public company’s reporting requirements should shift from a quarterly to semi-annual schedule. Doing so, according to the president, “would make business (jobs) even better in the U.S.” …
SEC Chair Talks Investor Roundtables on Conduct Standards for Investment Professionals Rulemaking
In April 2018, the Commission proposed for public comment a significant rulemaking package designed to serve our Main Street investors that would (1) require broker-dealers to act in the best interest of their retail customers, (2) reaffirm and in some
What Happened to “Meaningfully Close Personal Relationship” in Insider Trading?
Did insider trading law almost devolve into an effort to define what kind of relationship a tipper and tippee must have for a defendant to be liable? And was any federal judge or jury qualified to say? Since the Second …
Revisiting the SEC Ruling on Whether Cryptocurrencies are Securities
In June 2018, the cryptocurrency community waited with baited breath for the Securities and Exchange Commission (SEC) decision on whether cryptocurrencies were securities, commodities, or something else.
If the commission treated them as securities, they would be subject to …
The Power of Words: How SEC Comment Letters to Foreign Issuers Affect the Capital Markets
In our recent paper, we find that the tone of language in Securities and Exchange Commission (SEC) comment letters after enforcement reviews has capital market implications, which are amplified or abbreviated based on the strength of a given country’s enforcement.…
SEC Chair Issues Statement on Proxy Process Roundtable
Shareholder engagement is a hallmark of our public capital markets, and the proxy process is a fundamental component of that engagement. In 2010, the Commission issued a concept release seeking public comment on whether the U.S. proxy system as a …
Gibson Dunn Offers Update on Corporate Non-Prosecution and Deferred Prosecution Agreements
This publication marks our tenth year tracking corporate non-prosecution agreements (“NPAs”) and deferred prosecution agreements (“DPAs”).[1] What a decade it has been. In our time analyzing and reporting on these resolutions, we have seen the pendulum swing from 22 …
How a Uniform Disclosure Regime Would Empower Benefit Corporations
Tippees and Tippers: The Impact of Martoma II
This is a column for insider trading junkies—a special breed who love all the nuances in this very nuanced subject. Late last month, a Second Circuit panel did something fairly unusual: It withdrew a 2017 decision and substituted a new …