SEC Commissioner Roisman Offers Remarks at Proxy Roundtable

By Elad L. Roisman November 16, 2018 by renholding

Good morning and thank you to the Divisions of Corporation Finance and Investment Management for organizing this roundtable. I hope that everyone here will take this opportunity to engage in a thoughtful, meaningful discussion on the proxy process. If the …

SEC Commissioner Stein’s Opening Remarks at Proxy Process Roundtable

By Kara M. Stein November 16, 2018 by renholding

Good morning. Welcome to the SEC staff’s roundtable on proxy process. I would like to start by thanking Chairman Clayton for asking the staff to host a roundtable on this very important topic. I would also like to thank Michele

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Simpson Thacher Discusses SEC Clarifications of Shareholder Proposal Issues

By Karen Hsu Kelley and Shari Ness November 13, 2018 by pss2150

On October 23, 2018, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) issued new Staff Legal Bulletin 14J[1], following up on previous bulletins clarifying issues arising under Exchange Act Rule 14a-8. The new …

ISS Comments for the SEC Staff Roundtable on the Proxy Process

By Gary Retelny November 9, 2018 by renholding

Institutional Shareholder Services Inc. (ISS) appreciates the opportunity to comment in advance of the SEC Staff Roundtable on the Proxy Process that is scheduled for November 15, 2018. We focus these preliminary comments on two primary areas, proxy advisory firms …

Blue Sky Banter Podcast: John Coffee on the State of Insider Trading Law

By Reynolds Holding November 8, 2018 by renholding

Professor John C. Coffee, Jr. of Columbia Law School speaks with John Metaxas (Columbia Law ’84) about insider trading law and his role on a new task force created to develop proposals for reform in this area. The task force …

Debevoise & Plimpton on the SEC Enforcement Division’s 2018 Annual Report

By Mary Jo White, Andrew J. Ceresney, Robert B. Kaplan, Julie M. Riewe and Jonathan R. Tuttle November 8, 2018 by renholding

On November 2, 2018, the U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) Division of Enforcement released its 2018 Annual Report (“Report”) which presents and assesses the Division’s accomplishments during the 2018 Fiscal Year (“FY”).^[1] The statistics, as well …

Market Data, the SEC and Stock Exchanges: Reopening Pandora’s Box?

By Georges Ugeux November 7, 2018 by renholding

Every security traded in public markets represents several data points that can be valuable to future trades (not to mention compliance). The Regulation National Market System (or “Reg NMS”) grants exchanges, licensed as self-regulatory organizations (“SROs”), the responsibility to disseminate …

Shearman & Sterling on Whether a Cyber Breach Can Be a Violation of Internal Controls

By Shearman & Sterling November 7, 2018 by abirvarma

On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies that were the victims of cyber fraud. …

Arnold & Porter Discusses Growing Cybersecurity Oversight by SEC and Shareholders

By Kenneth L. Chernof, Ron Ghatan and Arthur Luk November 5, 2018 by renholding

Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today. In addition to vigilantly guarding against attacks, companies must consider the possibilities of litigation and investigations that can stem as a result of …

SEC Commissioner Discusses Improving Information for Investors in the Digital Age

By Kara M. Stein October 26, 2018 by renholding

I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has

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Competition: The Forgotten Fourth Pillar of the SEC’s Mission

By Robert J. Jackson, Jr. October 19, 2018 by renholding

Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our …

Proposed New Disclosures for Mutual Fund Advisers

By Bernard S. Sharfman October 19, 2018 by renholding

According to the Securities and Exchange Commission (SEC) release establishing the Proxy Voting Rule, an investment adviser “is a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s …

Lame Duck CEOs

By Marc Gabarro, Sebastian Gryglewicz and Shuo Xia October 17, 2018 by renholding

The process of replacing key individuals is crucial to organizations’ performance. This is as true for presidents of countries as it is for CEOs. When a firm announces the departure of a CEO without announcing a successor, the incumbent CEO …

SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules

By Robert J. Jackson, Jr. October 12, 2018 by renholding

Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to

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Financial Misconduct and Strategic Corporate Disclosures

By Rebecca Files, Alex Holcomb, Gerald S. Martin and Paul Mason October 9, 2018 by renholding

Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …

Debevoise on Material Omissions in Private Equity Secondary Transactions

By Katherine Ashton, John W. Rife III, Andrew M. Ahern, Kenneth J. Berman and Robert B. Kaplan October 9, 2018 by pss2150

As private equity funds approach the end of their lives, a fund’s general partner is often encouraged by the fund’s limited partners and third-party buyers to consider secondary liquidity solutions. Liquidity solutions can involve fund extensions, asset sales to third-party …

SEC’s Co-Chief of Enforcement Talks Remedies and Relief

By Steven R. Peikin October 4, 2018 by renholding

My remarks today come a little over a year after Stephanie Avakian and I were appointed Co-Directors of the SEC’s Division of Enforcement and just a few days after the close of the first full fiscal year in which we

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Bonfire of the Vanities–2018 Style: The Case of Elon Musk

By John C. Coffee, Jr. October 2, 2018 by renholding

Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.

Securities analysts estimate that somewhere between 25 and 35 percent of the value of …

Resolving the Tension Between Efficiency and Inclusivity in Crowdfunding

By Andrew Abraham Schwartz September 27, 2018 by renholding

There’s a contradiction at the core of securities crowdfunding, a form of Internet-based public stock market modelled on Kickstarter and its ilk. On the one hand, crowdfunding seeks to create an inclusive system where entrepreneurs, regardless of where they are …

SEC’s Co-Director of Enforcement Talks About Her Division’s Impact

By Stephanie Avakian September 21, 2018 by renholding

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

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