Securities and Exchange Commission

SEC’s Roisman on Encouraging Smaller Entrants to U.S. Capital Markets

By Elad L. Roisman April 11, 2019 by renholding

Good afternoon. Thank you to everyone who hurried back from lunch to hear me speak. The pressure is on for me to make it worth your while. I never imagined that I would be standing at this podium, but I …

SEC Chair Clayton Offers “MD&A” for the Agency

By Jay Clayton April 9, 2019 by renholding

Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a

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SEC Offers Framework for “Investment Contract” Analysis of Digital Assets

By Securities and Exchange Commission April 8, 2019 by renholding

If you are considering[1] an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset,[2] you need to consider whether the U.S. federal securities laws apply. 

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SEC Chairman Clayton Talks Market Growth and Development

By Jay Clayton April 4, 2019 by renholding

Welcome to the SEC’s 29^th Annual International Institute for Securities Market Growth and Development.[1]

Thank you for being our guests over the next two weeks.

It is our honor to host 186 delegates from 69 countries this year.

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Gibson Dunn on SEC Simplification of Disclosure Requirements

By James Moloney, Hillary H. Holmes and Michael Titera April 2, 2019 by abirvarma

On March 20, 2019, the Securities and Exchange Commission (the “SEC”) voted to adopt amendments (available here) to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies (the “Final Rules”).[1]  The amendments, which, among …

SEC Chairman Delivers Remarks to the Commission’s Investor Advisory Committee

By Jay Clayton March 29, 2019 by renholding

Thank you, Anne (Sheehan). Good morning everyone. It’s good to see everyone again, particularly as the last time we all met in person was in December of last year. I was glad to be able to participate with Commissioner Roisman …

SEC Commissioner Jackson Discusses FAST Act Adopting Release

By Robert J. Jackson, Jr. March 27, 2019 by renholding

I want to begin by conveying my thanks to the staff in the Division of Corporation Finance for their hard work in developing today’s adopting release. I am especially grateful to Charles Kwon and Dan Greenspan, as well as Director …

Short Selling and the New Market Manipulation

By John C. Coffee, Jr. and Joshua Mitts March 18, 2019 by renholding

Stock market manipulation has been around since shortly after stock markets were invented. Everyone is familiar with the methodology in the standard “pump and dump” scheme: False rumors are circulated, the stock is bid up by the manipulators, supply might …

Equity Market Structure 2019: Looking Back and Moving Forward

By Jay Clayton and Brett Redfearn March 12, 2019 by renholding

Chairman Clayton

Thank you, Dean Rapaccioli, for your kind introduction and for the invitation to Director Redfearn and me to speak about equity market structure.[1]

I’m delighted that my good friend Craig Phillips was able to take time to

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SEC Commissioner Speaks to Council of Institutional Investors

By Hester M. Peirce March 11, 2019 by renholding

Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the

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How to Enhance the Value of Shareholder Voting Recommendations

By Bernard S. Sharfman March 8, 2019 by renholding

In a new article, I discuss how investment advisers like Blackrock, State Street, and Vanguard, can become adequately informed prior to voting their proxies without having to read massive amounts of information about the hundreds or thousands of companies …

Sullivan & Cromwell Discusses SEC Guidance on Director Diversity Disclosure

By Melissa Sawyer and Heather Coleman February 27, 2019 by pss2150

On February 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance released Compliance and Disclosure Interpretations 116.11 and 133.11, which address the disclosure of self-identified diversity characteristics with respect to board members and nominees under Items 401 …

Sullivan & Cromwell Discusses Key Considerations for Annual SEC Filings

By Robert E. Buckholz, Catherine M. Clarkin, Robert W. Downes, James M. Shea Jr. and Danielle B. Abada February 25, 2019 by renholding

As issuers prepare their Form 10‑K and 20‑F filings for fiscal year 2018, they should consider the guidance provided in some recent speeches from officials of the Securities and Exchange Commission (“SEC”), which highlight a number of considerations relating to …

SEC Commissioner Offers Inside View of the Regulation Machine

By Hester M. Peirce February 13, 2019 by renholding

I had high expectations when I picked up Thom [Lambert’s] book on regulation shortly after it first came out several years ago.[1] Those expectations were exceeded by the clear and compelling way in which the book wrestles with the

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Securities Disclosure As Soundbite: The Case of CEO Pay Ratios

By Steven A. Bank and George S. Georgiev February 11, 2019 by renholding

Since 2018, U.S. public companies have had to calculate and report a new, unconventional statistic—a CEO pay ratio—which links CEO pay to the pay of rank-and-file workers. Based on a last-minute addition to the Dodd-Frank Act of 2010, the disclosure …

SEC Chair Discusses EDGAR-Hacking Enforcement Action

By Jay Clayton January 16, 2019 by renholding

In August 2017, shortly after my arrival at the Commission, I was informed that an intrusion into the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system took place in 2016.   We immediately initiated a series of review and response

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Debevoise & Plimpton Discusses Custody of Digital Assets

By Kenneth J. Berman, Byungkwon Lim and Gary E. Murphy January 8, 2019 by renholding

Interest in cryptocurrencies and other digital assets on blockchains or distributed ledgers[1] has increased exponentially in recent years. The total market capitalization of cryptocurrencies and other digital assets on blockchains increased from slightly more than $17.5 billion in January …

SEC Chair Clayton Talks Small Business Capital Formation

By Jay Clayton December 13, 2018 by renholding

Every year the SEC staff does a tremendous job identifying topics, selecting speakers and coordinating the behind the scenes work necessary to organize this all-day event focused on small business capital formation.[1]  Thank you Bill, Jennifer [Zepralka] and the

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SEC Chair Talks Rulemaking Over the Past Year and the Road Ahead

By Jay Clayton December 7, 2018 by renholding

For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs

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How the Regulation of Initial Coin Offerings Shifted from Inactivity to Full Enforcement

By Marco Dell’Erba December 5, 2018 by renholding

In recent years, Initial Coin Offerings (ICOs) have emerged as a disruptive tool in entrepreneurial finance. ICOs involve the sale of a stake in a project with the aim of raising funds at an early stage of development. Although ICOs …