Securities and Exchange Commission

Quarterly Reporting and Market Liquidity

By Joshua R. Mitts August 27, 2018 by renholding

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

By Charles K. Whitehead August 27, 2018 by renholding

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

By Jay Clayton August 23, 2018 by renholding

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

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What Happened to “Meaningfully Close Personal Relationship” in Insider Trading?

By Peter Henning August 22, 2018 by renholding

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

By Usman W. Chohan August 17, 2018 by renholding

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

By Daniel Giamouridis, Kleopatra Koulikidou and Stergios Leventis August 6, 2018 by renholding

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

By Jay Clayton August 1, 2018 by renholding

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

By F. Joseph Warin, M. Kendall Day, Courtney Brown, Melissa Farrar and Chelsea Ferguson July 27, 2018 by renholding

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

By Brent J. Horton July 24, 2018 by renholding

Benefit corporations[1] are free to pursue profit and purpose.[2]  That is to say, each benefit corporation is free to focus on good acts, defined as those acts that have “a material positive impact on society and the environment.”…

Tippees and Tippers:­­ The Impact of Martoma II

By John C. Coffee, Jr. July 23, 2018 by renholding

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 …

Latham & Watkins Discusses SEC Official’s Analysis of Digital Assets as Securities

By Stephen P. Wink, David L. Concannon, Miles P. Jennings, Cameron R. Kates and Thomas H. Gabay July 2, 2018 by renholding

William Hinman, Director of the US Securities and Exchange Commission (SEC) Division of Corporation Finance, provided substantial color on the SEC’s evolving view of digital asset classification recently when he shared his thoughts on how to characterize purchases and sales …

SEC Proposes Changes to Whistleblower Rule

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to propose amendments to the rules governing its whistleblower program. The whistleblower program was established in 2010 to incentivize individuals to report high-quality tips to the Commission and help the

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SEC Adopts New Requirements on Using XBRL Reporting Language for Financial Statements

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to adopt amendments to eXtensible Business Reporting Language (XBRL) requirements for operating companies and funds.  The amendments are intended to improve the quality and accessibility of XBRL data.

The amendments,

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SEC Updates Definition of “Smaller Reporting Companies”

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to adopt amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations.

“I want our public capital markets

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SEC Proposes New Approval Process for Exchange Traded Funds

By Securities and Exchange Commission June 29, 2018 by renholding

The Securities and Exchange Commission voted on June 28, 2018, to propose a new rule and form amendments intended to modernize the regulatory framework for exchange-traded funds (ETFs), by establishing a clear and consistent framework for the vast majority of

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Will Swing Pricing Save Sedentary Shareholders?

By Anne M. Tucker and Holly van den Toorn June 26, 2018 by renholding

Starting in November 2018, U.S. public, open-ended mutual funds will have the option to adjust the daily pricing of the fund—the net asset value or NAV—to account for and recoup large transaction costs.  Currently, the fund, and therefore its remaining …

Wachtell Lipton Discusses Supreme Court Ruling on SEC Judges

By John F. Savarese, Wayne M. Carlin and Jonathan Siegel June 26, 2018 by renholding

On June 21, in a much anticipated decision, the Supreme Court held that SEC Administrative Law Judges (“ALJs”), who have historically been appointed by SEC staff, are “Officers of the United States” and, hence, under the Appointments Clause, can be …

Cleary Gottlieb Discusses SEC’s Latest Take on Digital Assets as Securities

By Michael H. Krimminger, Pamela L. Marcogliese, Matthew C. Solomon and Zachary L. Baum June 21, 2018 by renholding

On Thursday, June 14, the SEC Director of Corporation Finance, William Hinman, stated his view that current secondary market trades of Ether are not now securities transactions as part of a speech on the treatment of digital assets under the …

SEC Chair Talks Culture at the SEC and Financial Institutions

By Jay Clayton June 19, 2018 by renholding

Thank you Bill [Dudley] for that kind introduction and for inviting me to speak today.[1] I’m planning to speak for fifteen or so minutes and to open the floor to questions.

I want to extend my congratulations to Bill

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SEC Chief Accountant Talks Financial Reporting and Innovation

By Wesley Bricker June 7, 2018 by renholding

Thank you, Robert [Hodgkinson] for the kind introduction. Thank you, also, to the Institute of Chartered Accountants in England and Wales (“ICAEW”) for sponsoring this event. I am delighted to be in London and with you this afternoon. London continues …