Enhanced Scrutiny and the Omnipresent Specter of Political Bias

By Stefan Padfield July 19, 2024 by renholding

Corporate politicization, when companies take sides in our culture war and risk alienating half their potential customers, is a serious concern. Recent examples of companies that have felt its negative impact on shareholder value abound, including Bud Light, Target, and …

Skadden Discusses Jarkesy’s Impact on Other In-House Enforcement Procedures

By Shay Dvoretzky, Parker Rider-Longmaid, Daniel Michael, Emily J. Kennedy and Sylvia O. Tsakos July 17, 2024 by renholding

In Securities and Exchange Commission v. Jarkesy, the U.S. Supreme Court held that “the Seventh Amendment entitles a defendant to a jury trial when the [Securities and Exchange Commission] seeks civil penalties against him for securities fraud.”

In its …

SEC Enforcement Chief Speaks on Enforcing the Federal Securities Laws in the Age of Crypto

By Gurbir Grewal July 11, 2024 by renholding

I’m thrilled to be back at my law school alma mater. This is a special place – one that not only helped me hone my legal skills, but also one that helped mold me into a “citizen lawyer.”

For me,

…

The Emergence of the Actively Managed ETF

By Kevin S. Haeberle July 10, 2024 by renholding

In a January 2022 law review article, I argued that (1) the actively managed ETF was set to emerge as a significant feature of the investment landscape and (2) this emergence would have important implications for the main parties that …

When SPACs Go Overseas

By Ekaterina E. Emm, Bo Han and Bochen Li July 9, 2024 by renholding

Special purpose acquisition companies (SPACs) are shell companies formed with the sole purpose of raising capital through initial public offerings (IPOs) and using the proceeds to acquire private operating companies. While traditionally regarded as vehicles for backdoor listings of weaker …

SEC Commissioner Peirce Offers a Hitchhiker’s Guide to ESG

By Hester M. Peirce July 5, 2024 by renholding

The last time I was in Poland was approximately three decades ago. It was a brief but memorable stop on an unfocused American student’s hop across Europe. Among other things, Poland provided me my only hitchhiking experience. Some kind soldiers …

SEC Chair Gensler on Registration Form for Index-Linked Annuities

By Gary Gensler July 5, 2024 by renholding

Today [July 1], the Commission adopted amendments to provide a tailored form to register the offerings of registered index-linked annuities (“RILAs”) and registered market value adjustment annuities (“registered MVA annuities”). I am pleased to support this adoption because it fulfills …

Wachtell Lipton Discusses DOJ Insider Trading Verdict Based on Use of 10b5-1 Plans

By John F. Savarese, Wayne M. Carlin, David B. Anders, Randall W. Jackson and Michael W. Holt June 28, 2024 by renholding

Last week, a jury in Los Angeles returned a verdict in United States v. Peizer, finding that a company executive engaged in insider trading when, after learning of the likely termination of the company’s most important customer relationship, he …

SEC Corporation Finance Director Speaks on the State of Disclosure Review

By Erik Gerding June 25, 2024 by renholding

Good afternoon.[1] I appreciate the opportunity to speak with you again today as part of the Corp Fin Workshop. I wanted to make a few remarks about the important work being done in the Division’s Disclosure Review Program and

…

The Dark Side of Safe Harbors

By Susan C. Morse June 24, 2024 by renholding

Safe harbors are useful and nifty. Consider the SEC’s accredited investor safe harbor under Rule 506 of Regulation D, which allows private securities offerings to sufficiently wealthy investors. Rule 506 facilitates capital formation and promotes efficient markets. Yet …

Sullivan & Cromwell Discusses SEC Charge of Internal Accounting Controls Failure Based on Cybersecurity Breach

By Peter C. Charnell, Robert W. Downes, Nicole Friedlander and Anthony J. Lewis June 24, 2024 by renholding

On June 18, 2024, the Securities and Exchange Commission (“SEC”) announced charges against R.R. Donnelley & Sons Company (“RRD”) for failure to maintain adequate internal accounting controls in violation of Section 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange …

SEC Chair Gensler Speaks on Shortening the Settlement Cycle

By Gary Gensler June 21, 2024 by renholding

Last month, the U.S. smoothly shortened the settlement cycle for equities, corporate bonds, and municipal securities to one day after the transaction date (T+1). This step better unifies the U.S. market structure, where Treasuries, options, and mutual funds already largely …

SEC Chair Testifies Before Senate Subcommittee on Financial Services

By Gary Gensler June 14, 2024 by renholding

Good morning, Chair Van Hollen, Ranking Member Hagerty, and members of the Subcommittee. Thank you for inviting me to testify today on the Securities and Exchange Commission’s Fiscal Year (FY) 2025 budget request. As is customary, I’d like to note …

Looking Under the Hood of Activist Fraud Campaigns

By Byung Hyun Ahn, Robert M. Bushman and Pano Patatoukas June 13, 2024 by renholding

Corporate fraud poses a significant agency cost for stock ownership. Activist short sellers, who conduct and publicize investigative research, play a crucial role in exposing such fraud, in contrast with most short sellers who quietly await price catalysts without public …

SEC Chair Speaks on Markets, Securities Laws, and the SEC

By Gary Gensler June 12, 2024 by renholding

I’d like to welcome you—the nearly 120 members of the “Class of 2024” attending the SEC’s International Institute on Securities Market Growth and Development. As is customary, I’d like to note that my views are my own as Chair of

…

Davis Polk Discusses Appeals Court Decision Vacating SEC’s Private Fund Advisers Rule

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sijia Cai and Michael W. Brasher June 11, 2024 by renholding

On June 5, 2024, a three-judge panel on the U.S. Court of Appeals for the Fifth Circuit unanimously ruled to vacate the SEC’s new rules and amendments under the Investment Advisers Act of 1940 (the Advisers Act) that targeted private …

SEC Enforcement Chief Discusses Five Principles of Effective Cooperation in Investigations

By Gurbir Grewal June 3, 2024 by renholding

This event, together with its East Coast and now Midwest counterparts, offers regulators like me a unique opportunity to speak directly to leaders of the securities bar about issues of mutual concern. That’s what I’d like to do this afternoon

…

Davis Polk Discusses Crypto Market Structure Bill in U.S. House

By Joseph A. Hall, Billy Hicks, Justin Levine, Gabe Rosenberg and Zachary J. Zweihorn May 30, 2024 by renholding

In an important step forward, the House voted to pass a bill to establish a comprehensive regulatory framework for digital assets and offering important protections for customers. It could be improved by expressly discarding Howey, Reves or similar inherently …

Sullivan & Cromwell Discusses SEC Rule Amendments to Regulation S-P

By Alyx L. Brannan, Robert W. Downes, Nicole Friedlander, Marie-Louise M. Huth and Anthony J. Lewis May 28, 2024 by renholding

On May 16, 2024, the Securities and Exchange Commission (“SEC”) significantly expanded its consumer information protection framework by adopting rule amendments (the “Final Amendments”) to Regulation S-P, which governs the protection of consumer financial information held by broker-dealers, investment companies, …

SEC Corporation Finance Chief Addresses Disclosure of Cybersecurity Incidents

By Erik Gerding May 24, 2024 by renholding

The cybersecurity rules that the Commission adopted on July 26, 2023[*] require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K.[1] If a company chooses to disclose a cybersecurity incident for which it has …

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