The heart of the final rule is a shortening of the filing windows for Schedules 13D
Securities and Exchange Commission
Should We Worry About Robo-Voting?
Robo-voting occurs when an investment fund mechanically follows the voting recommendations of its proxy adviser in corporate elections. The practice has become easier for funds with the development of online voting platforms that a proxy adviser can complete in advance …
Sullivan & Cromwell Discusses SEC Charges for Failure to Timely Report Transactions and Holdings
On September 27, 2023, the U.S. Securities and Exchange Commission (“SEC”) announced charges against six public company insiders for failing to timely report information about their holdings and transactions in company securities. Five publicly traded companies were also charged with …
Davis Polk Discusses Recent SEC and CFTC Enforcement Actions
In July and August 2023, the SEC filed 84 actions and the CFTC filed 16, against a combined total of 176 defendants and respondents. (These figures exclude follow-on actions, bars and suspensions.) The actions include public company disclosure and crypto …
Skadden Discusses Additional SEC Pay-Versus-Performance Compliance and Disclosure Interpretations
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP) disclosure rules adopted last year. This new set of C&DIs …
Arnold & Porter Discusses 2023 Annual Reporting and Proxy Season
During 2023, the U.S. Securities and Exchange Commission (the SEC) continued its trend from 2022, actively engaging in regulatory rulemaking, providing disclosure guidance, and undertaking enforcement actions related to public disclosures and disclosure controls.
This Advisory provides a summary of …
Finfluencers and the Reasonable Retail Investor
Existing securities laws primarily target lies. However, financial influencers, or finfluencers – people or entities with outsized influence on investor decisions through social media – need not lie in order to influence their followers. This means that finfluencers can profit …
SEC Chair Gensler Speaks on Updates to the Names Rule
Today [September 20], the Commission is considering final rules to update the Names Rule. I am pleased to support this rule adoption because it will help ensure that a fund’s portfolio matches a fund’s name. Such truth in advertising promotes
Was the Exchange Act Redundant? The Questionable Legality of an SEC Commissioner’s Unicorn Reform Proposal
SEC Commissioner Speaks on Trans-Atlantic Effort to Strengthen Market Oversight
Good evening, and thank you, Didier [Cahen, Secretary General, Eurofi], for your kind introduction and for your leadership in organizing this conference.[1]
It is a pleasure to join you in this beautiful part of the world, a UNESCO World
Why the Major Questions Doctrine Does Not Cover SEC Crypto Lawsuits
In West Virginia v. EPA, the Supreme Court expanded the reach of the major questions doctrine (MQD) by reframing it as a substantive canon and clear-statement rule rooted in both the Constitution’s separation of powers and “a practical understanding …
SEC Chair Testifies Before U.S. Senate Committee on Banking, Housing, and Urban Affairs
Good morning, Chairman Brown, Ranking Member Scott, and members of the Committee. Thank you for inviting me to testify today. As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange
Cleary Gottlieb Discusses New Private Fund Rules
On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules under the Investment Advisers Act of 1940 (the “Advisers Act”) that will significantly impact private fund advisers (the “Final Rules”). …
SEC Commissioner Criticizes Funding for Consolidated Audit Trail
Thank you, Mr. Chair. The CAT has been expensive, far more costly than anyone imagined it would be. CAT’s considerable costs need to be allocated and no allocation method is ideal. And regardless of which approach we choose, most costs …
Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters
During my recent visit to Columbia Law School, Professor John Coffee shared with me a draft of a short article that later appeared in the New York Law Journal.[1] Coffee’s article assessed the prospects in the U.S. Supreme …
Wachtell Lipton Discusses How to Deal with Activist Investors
Activism has fully rebounded from the brief pandemic dip, with the past eighteen months seeing increased activity. As we have previously noted, regardless of industry, size or performance, no company is too large, too popular, too new or too successful …
SEC Chair Gensler on New Rules for Private Fund Advisers
Today [August 23], the Commission is considering final rules related to private fund advisers. I am pleased to support this adoption because, by enhancing advisers’ transparency and integrity, we will help promote greater competition and thereby efficiency in this important
Socially Acceptable Securities Fraud
In the 90 years since the passage of the Securities Exchange Act, the number of ways market participants can publicly disseminate statements to investors has skyrocketed. Yet no regulator, legislator, or judge has answered a fundamental question: Should the law …
SEC Chair Gensler Delivers Remarks on LIBOR Before the Financial Stability Oversight Council
Thank you, Secretary Yellen. Thank you to all of my colleagues—not only at this table but around the globe—for their hard work putting an end to the London Interbank Offered Rate (LIBOR)
LIBOR was an innovation of the 1970s to
ISS Discusses SEC’s $153 Million Fair Fund Payout to Investors in Mortgage-Backed Security Offering
Investors of RBS Securities Inc.’s multi-billion 2007 subprime mortgage-backed security offering – Soundview Home Loan Trust 2007-OPT1 – will soon be eligible to receive payment from the SEC’s $153.7 million fair fund.
The SEC first commenced its case in 2013 …