Securities and Exchange Commission

Enhancing Governance in Dual-Class Share Firms

By Anita Anand February 27, 2018 by renholding

In a typical public company, shareholders can elect the board, appoint the auditors, and approve fundamental changes.  In other words, they can participate in the governance of the firm. Firms with dual class shares (DCS) alter this balance by inviting …

SEC Investor Advocate Discusses Mandatory Arbitration as Illusory Remedy for Shareholders

By Rick A. Fleming February 27, 2018 by renholding

Today [February 24, 2018] is a special day for the [Securities and Exchange Commission’s] Office of the Investor Advocate.[1] I started this job four years ago today, and because I am the first Investor Advocate that is also the …

SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents

By Jay Clayton February 22, 2018 by renholding

On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents.  The release also communicates the Commission’s views on the

…

Changes in Corporate Governance: Externally Dictated vs. Organically Determined

By Onur K. Tosun February 20, 2018 by renholding

Several major corporate scandals in the United States during the early 2000s brought attention to corporate governance of large U.S. companies. As a result, Congress passed the Sarbanes-Oxley Act (SOX), and the Securities and Exchange Commission (SEC) announced several regulations …

Perpetual Dual-Class Stock: The Case Against Corporate Royalty

By Robert J. Jackson, Jr. February 16, 2018 by renholding

My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and

…

Cleary Discusses SEC’s Freeze of Allegedly Fraudulent “Decentralized Bank” ICO

By Rahul Mukhi and James Michael Blakemore February 14, 2018 by renholding

On January 30, 2018, the U.S. Securities and Exchange Commission (SEC) announced[1] that it had obtained an order from a U.S. District Court in Dallas, Texas, halting an allegedly fraudulent initial coin offering scheme.  The SEC’s complaint alleges that …

SEC Chair Clayton Testifies About Virtual Currencies

By Jay Clayton February 8, 2018 by renholding

Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1]  I am pleased that the Committee is holding this hearing to bring greater focus to the important issues …

Proxy Access and Optimal Standardization in Corporate Governance

By Reilly S. Steel January 31, 2018 by renholding

According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

By Jay Clayton January 23, 2018 by renholding

Thank you for that warm welcome.[1]  I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was

…

Poetic Expansions of Insider Trading Liability

By John P. Anderson January 19, 2018 by renholding

The courts have consistently held since the Supreme Court decided Dirks v. SEC in 1983[1] that tipper-tippee insider trading liability requires proof that the tipper personally benefited from the tip.

This personal benefit test can pose significant challenges to …

SEC Chair’s Remarks at Ceremonial Swearing In of New Commissioners Jackson and Peirce

By Jay Clayton January 17, 2018 by renholding

Good Morning.

I hope that everyone had a very nice weekend and enjoyed the holiday on which we commemorate the life and contributions of Dr. Martin Luther King, Jr.

I note that this August will be the 55^th anniversary

…

The Spotify Listing: Can an “Underwriter-less” IPO Attract Other Unicorns?

By John C. Coffee, Jr. January 16, 2018 by renholding

Press reports indicate that Spotify, the music streaming company, is planning an initial public offering in March or April of this year, and that it plans to use a novel “direct listing” approach that has not previously been used at …

SEC Chair Clayton Talks Fixed Income Markets

By Jay Clayton January 12, 2018 by renholding

I am delighted to welcome all of you to the inaugural meeting of the Fixed Income Market Structure Advisory Committee, or “FIMSAC” as many of us like to call it.[1]  This is a significant day for the Commission.  There

…

How Effective Is the SEC in Identifying Financial Reporting Errors?

By Matthew Kubic December 22, 2017 by renholding

The Securities and Exchange Commission (SEC) Division of Corporate Finance (DCF) reviews and regulates information in public filings to “deter fraud and facilitate investor access to information necessary to make informed investment decisions.”

Commentators criticize the SEC for …

Skadden Discusses Trends in M&A Disclosure Litigation

By Edward B. Micheletti, Jenness E. Parker and Bonnie W. David December 18, 2017 by charlesbluesky

Over the past two years, the deal litigation landscape has changed dramati­cally. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly material” standard — and expressed a …

SEC Chair Talks Cryptocurrencies and Initial Coin Offerings

By Jay Clayton December 12, 2017 by renholding

The world’s social media platforms and financial markets are abuzz about cryptocurrencies and “initial coin offerings” (ICOs).  There are tales of fortunes made and dreamed to be made.  We are hearing the familiar refrain, “this time is different.”…

Davis Polk Discusses Solicitor General’s Change of Heart on SEC Judges

By Michael Flynn, Amelia Starr, Linda Chatman Thomsen and Paul Nathanson December 11, 2017 by renholding

On November 29, 2017, the Solicitor General filed a brief in the Supreme Court on behalf of the Securities and Exchange Commission (“SEC”) reversing the agency’s position and arguing that SEC administrative law judges (“ALJs”) have been unconstitutionally appointed to …

Investor Choice in Global Markets for Securities

By John Armour, Luca Enriques and Martin Bengtzen November 30, 2017 by renholding

In a recent paper, we explore how globalization has affected the operation of securities markets and the challenges this poses for their regulation. The paper is part of the first phase of the New Special Study of the Securities …

How Missing SEC Filing Deadlines Affects a Company’s Stock Value

By Eli Bartov and Yaniv Konchitchki November 27, 2017 by renholding

Investors, hedge funds, regulators, banks, and attorneys want to know: What really happens when a company misses a regulatory deadline? In a new paper, we offer theory and quantitative analysis of the consequences of missing U.S. Securities and Exchange Commission …

King & Spalding Discusses the Fading of Home Field Advantage for SEC Litigators

By William F. Johnson and Katie Barry November 16, 2017 by charlesbluesky

As the season changes to fall, and baseball playoffs and football dominate sports headlines, the home field advantage has proven important once again. But in the regulatory litigation game, it appears that even a home field advantage cannot help the …