Securities and Exchange Commission

Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

SEC Chair Clayton Talks Fixed-Income Markets

By Jay Clayton November 5, 2019 by renholding

Thank you, Michael [Heaney].  Good morning everyone.  Thank you all for being here and for traveling to our offices in New York.[1]  Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal

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SEC Commissioner Jackson Delivers Remarks on Fixed-Income Market Structure

By Robert J. Jackson, Jr. November 5, 2019 by renholding

Good morning, and thanks to all of you once again for joining us at today’s meeting of the Fixed Income Market Structure Advisory Committee (FIMSAC). Since my very first day on the Commission—when I began this job by attending my

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Calculating SEC Whistleblower Awards: A Theoretical Approach

By Amanda Rose October 21, 2019 by renholding

On October 23, the Securities and Exchange Commission is scheduled to vote on whether to adopt proposed amendments to the rules governing its whistleblower bounty program.  The most controversial proposed amendments are to Rule 21F-6, which governs the way the …

SEC Investor Advocate Calls Dual-Class Shares a Recipe for Disaster

By Rick A. Fleming October 18, 2019 by renholding

Thank you, Kerrie Waring, for your kind introduction. I appreciate the opportunity to speak at a conference where you will spend the next two days discussing the stewardship responsibilities of shareholders.[1] I know you take those responsibilities seriously, and

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How the SEC Should Harmonize Private Securities Offering Exemptions

By Andrew Vollmer October 14, 2019 by renholding

The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings.  The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …

SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities

By Heath Tarbert, Kenneth A. Blanco and Jay Clayton October 14, 2019 by renholding

The leaders of the U.S. Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and the U.S. Securities and Exchange Commission (the “Agencies”) today issued the following joint statement to remind persons engaged in activities involving digital assets of their

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The Shareholder’s Dilemma

By Adam Meirowitz and Shaoting Pi October 7, 2019 by renholding

Theoretical and empirical research on shareholder voting has provided many exciting insights and guidance for debates on policy and regulation. The default assumption, though, is that shareholders have strong incentives to vote for alternatives that they think are best for …

Attorney General Barr Speaks at SEC’s Criminal Coordination Conference

By William P. Barr October 7, 2019 by renholding

I am honored to be here representing the dedicated men and women of the Department of Justice. Like the SEC’s Enforcement staff, many of our prosecutors are tasked with investigating financial fraud and corporate crime. They are assigned to the

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SEC Chairman Delivers Remarks on Elder Investor Fraud

By Jay Clayton October 4, 2019 by renholding

Thank you all for being here this morning for the Roundtable on Combatting Elder Investor Fraud.

On behalf of the SEC, I want to say we are privileged to host such a dedicated group of experts and public servants.  Protecting

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Kirkland & Ellis Discusses the Risks of Subsidiary Pleas in Criminal Resolutions: Och-Ziff

By Asheesh Goel, Zach Brez, Kim Nemirow and Allison Lullo October 2, 2019 by renholding

In 2016, hedge fund Och-Ziff Capital Management Group (“Och-Ziff”) entered into one of the largest Foreign Corrupt Practices Act (“FCPA”) resolutions ever: It agreed to pay a total of $412 million to the Department of Justice and the Securities and …

The Cost to Retail Investors and Public Markets of “Harmonizing” Securities Offering Exemptions

By Erik F. Gerding October 1, 2019 by renholding

In June 2019, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) issued a Concept Release on the Harmonization of Securities Offering Exemptions (the “Concept Release”), which set forth proposals to expand the …

SEC Chair Clayton Talks More Modern Regulatory Framework

By Jay Clayton September 30, 2019 by renholding

Today [Septemer 26] , the Commission announced three important rulemakings.

• Modernizing the Approval Framework for ETFs.  We adopted a new rule that (1) sets forth a clear and consistent framework that will allow exchange-traded funds (“ETFs”) meeting certain standardized

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Commissioners Testify on SEC Oversight: Wall Street’s Cop on the Beat

By Jay Clayton September 26, 2019 by renholding

Chairwoman Waters, Ranking Member McHenry and Members of the Committee, thank you for the opportunity to testify before you today [September 24] about the work of the U.S. Securities and Exchange Commission (SEC or Commission or agency).[1]

Overview—The SEC’s

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Does Reporting Frequency Affect the Allocation of Investor Attention Among Peer Firms? 

By Emmanuel T. De George, Minh Phan and Robert C. Stoumbos September 12, 2019 by renholding

The frequency at which public companies must report financial information to investors has been the subject of intense debate in the European Union, Asia, and more recently the United States. For example, the Securities and Exchange Commission (SEC) is examining …

SEC Chairman Talks Main Street Investors, Foreign Corruption, and Market Issues

By Jay Clayton September 11, 2019 by renholding

Thank you for having me and thanks to those who have contributed to today’s [September 9] event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford].

I am grateful

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Did Public Firms’ Financial Reporting Affect U.S. Manufacturing?

By Stephen Glaeser and James D. Omartian September 10, 2019 by renholding

U.S. manufacturing employment fell by more than 40 percent over the last two decades, from 18 percent of the total U.S. workforce in 1997 to just 10 percent by 2018. Prior work identifies increased import competition from foreign competitors as …

Chairman Clayton Speaks Before SEC Investor Advisory Committee

By Jay Clayton September 6, 2019 by renholding

Good morning. I understand the Committee will be continuing the discussion about our proxy system in today’s [September 5] telephonic meeting.

Last month the Commission issued guidance regarding how an investment adviser’s fiduciary duty and Rule 206(4)-6 under the Advisers

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SEC Commissioners Discuss Proposed Changes to Regulation S-K

By Robert J. Jackson, Jr. and Allison Herren Lee August 29, 2019 by renholding

We support sending out for public comment the recently proposed revisions to Regulation S-K, the central repository for non-financial statement disclosure. We’re especially grateful to our colleagues in the Division of Corporation Finance, Director Bill Hinman, Betsy Murphy, Felicia Kung,

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Is Positive Sentiment in Corporate Annual Reports Informative?

By Mehran Azimi and Anup Agrawal August 26, 2019 by renholding

Recent advances in machine learning and natural language processing (NLP) enable machines to better understand human languages. E-mail systems now routinely warn us when an email we receive may be a spam, suggest a quick response to an email, correct …