Cleary Gottlieb Discusses SEC’s Proposed Changes to Public Company Disclosure

By Nicolas Grabar, Jeffrey D. Karpf, Sandra L. Flow, Andrea M. Basham and Gaia Goffe October 24, 2017 by renholding

On October 11, 2017, the SEC proposed a collection of amendments to its rules and forms intended to modernize and simplify some of the disclosure requirements applicable to U.S. public companies.[1] The proposals would implement a statutory directive under …

Is It Time to Retire Securities Act Form S-8?

By Keith F. Higgins October 13, 2017 by renholding

Every securities lawyer knows that offers and sales of securities must either be registered under the Securities Act of 1933 (Securities Act) or made pursuant to an applicable exemption. This rule is so fundamental that we often neglect to think …

SEC Chair Clayton Speaks at Open Meeting on Reg S-K Reform

By Jay Clayton October 12, 2017 by renholding

Good morning. This is an open meeting of the United States Securities and Exchange Commission on October 11, 2017 under the Government in the Sunshine Act.

This also marks my first open meeting as Chairman. I am delighted that today

…

CamberView Partners Discusses SEC Guidance on New Pay Ratio Rule

By Abe M. Friedman, Sharo M. Atmeh, Lauren D. Gojkovich and Troy A. Paredes September 27, 2017 by renholding

On September 21, the U.S. Securities and Exchange Commission (SEC) issued guidance on the implementation of the Pay Ratio disclosure requirement as well as separate guidance from SEC staff concerning the use of sampling and other methodologies. Concurrently, the staff …

Morrison & Foerster Discusses Blockchain and Avoiding a Kodak-Like Downfall

By F. Dario de Martino and Spencer D. Klein September 26, 2017 by renholding

For most of the 20^th Century, Eastman Kodak Company (often referred to simply as Kodak) was one of the most recognizable brands in the world. Founded in 1888, Kodak dominated the film and camera markets — in 1976, Kodak …

Latham Discusses How Second Circuit Broadened Personal Benefit Test for Insider Trading

By William R. Baker III, Joshua G. Hamilton, Douglas K. Yatter, Nicholas L. McQuaid and Kaitlin A. Wallace September 13, 2017 by renholding

On August 23, 2017, the Second Circuit issued its second significant decision on insider trading liability in the past three years, United States v. Martoma. In its 2014 decision in United States v. Newman, the Second Circuit limited …

Fried Frank Discusses Coin Offerings

By Stuart H. Gelfond, Lee T. Barnum and Craig R. Bergmann September 5, 2017 by renholding

Recently, the Securities and Exchange Commission (the “SEC”) issued two publications relating to initial coin offerings, or “ICOs”: The SEC’s Office of Investor Education and Advocacy published an investor bulletin¹ (the “Investor Bulletin”) highlighting the risks of ICO investing …

Shareholders Deserve Right to Choose Mandatory Arbitration

By Hal S. Scott August 21, 2017 by renholding

On July 17, SEC Commissioner Michael Piwowar extended an important invitation to U.S. public companies. “For shareholder lawsuits,” Piwowar offered, “companies can come to [the SEC] to ask for relief to put… mandatory arbitration into their charters.” To some, this …

SEC Chair Clayton Lays Out Plans and Principles in First Public Speech

By Jay Clayton July 13, 2017 by renholding

I am delighted to speak to you here at the Economic Club of New York. The Club has established itself as an esteemed, non-partisan forum for economic discourse. It is an ideal place to discuss policy of the U.S. Securities …

The Shifting Purpose of the Rule 10b-5 Private Right of Action

By Amanda Rose June 27, 2017 by renholding

Private Rule 10b-5 lawsuits have inspired volumes of academic literature, much of it focused on the suits’ social benefits (or lack thereof, depending on the author’s perspective). In a chapter for the forthcoming Research Handbook on Representative Shareholder Litigation, I …

The Financial CHOICE Act of 2017 and the Future of SEC Administrative Enforcement

By John C. Coffee, Jr. June 22, 2017 by renholding

Professor John C. Coffee, Jr. of Columbia Law School is scheduled to speak on June 22 before the Securities and Exchange Commission’s Investor Advisory Committee, which asked him to address the CHOICE Act’s impact on the SEC’s enforcement powers. These …

King & Spalding Discusses Potential Effects of SEC Disgorgement As a Penalty

By Dixie L. Johnson, Carmen Lawrence, M. Alexander Koch, Matthew H. Baughman and Abraham N.M. Shashy, Jr. June 21, 2017 by renholding

In the week since the Supreme Court’s unanimous decision in Kokesh v. SEC,^[1] which rejected the Securities and Exchange Commission’s longstanding position that disgorgement was an equitable remedy not subject to the five-year statute of limitations in 28 …

Proxy Delivery Methods Show How Managers Rely on the Retail Shareholder Vote

By Choonsik Lee and Matthew E. Souther May 29, 2017 by renholding

Previous research on shareholder voting has placed most of the emphasis on the role of institutional shareholders. In our recent study, however, we provide evidence that managers strategically rely on the support offered by retail shareholders to ensure that their …

The Case for Federal Preemption of State Blue Sky Laws

By Rutheford B. Campbell, Jr. May 18, 2017 by renholding

Society imposes legal requirements on businesses (issuers) when they offer or sell their securities to investors. These rules governing capital formation are generated both at the federal and state levels. State securities rules are generally referred to as “state blue …

A Response to Dolgopolov’s Critique of “How Rigged Are Stock Markets?”

By Robert P. Bartlett III and Justin McCrary May 9, 2017 by renholding

In his May 5 post, available here, Stanislav Dolgopolov states that the Securities and Exchange Commission’s recent settlement with Citadel “undermines the so-called ‘Berkeley Study’ which concluded that off-exchange market makers can neither profitably engage in data feed arbitrage …

The Citadel Settlement, Off-Exchange Market Makers, and Giant Brokerages

By Stanislav Dolgopolov May 5, 2017 by renholding

The recent settlement between the U.S. Securities and Exchange Commission (“SEC”) and Citadel Securities[1] is a landmark in the market structure enforcement program. In a nutshell, the regulators targeted high-speed algorithms that opportunistically used different market data benchmarks and …

Columbia Launches New Special Study of Securities Markets

By Merritt B. Fox, Lawrence R. Glosten and Edward F. Greene April 14, 2017 by renholding

Over the last three decades, U.S. and global securities markets have undergone tremendous change, driven by globalization, advances in information technology, and regulatory choices at the federal and international levels. The days of adventuresome floor trading and concerns of safeguarding …

JPMorgan Case Offers Trifecta of Off-the-Rails FCPA Enforcement

By Mike Koehler April 5, 2017 by renholding

The Foreign Corrupt Practices Act has specific elements that must be met in order for there to be a violation. However, with increasing frequency it appears that the Department of Justice and the Securities and Exchange Commission have transformed FCPA …

Will the Supreme Court Expand Silence as a Basis for Securities Fraud?

By Stephen J. Crimmins and James K. Goldfarb April 4, 2017 by renholding

The Supreme Court has long held that “[s]ilence, absent a duty to disclose, is not misleading under Rule 10b-5.”[1] And such a duty to disclose only arises where necessary to make a statement already made not misleading, thus allowing …

How a “Comply or Explain” Rule Would Improve Nonfinancial Disclosure

By Virginia Harper Ho March 14, 2017 by renholding

In 2016, the Securities and Exchange Commission (SEC) issued a Concept Release on Regulation S-K as part of its comprehensive review of the effectiveness of federal disclosure rules. The release included for the first time a request for comment on …

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