A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves into what the regulatory concerns are – and what the potential regulatory responses could be. Here’s an excerpt: “Regulatory concerns: Key concerns raised by the SEC in the …
The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the press release and the fact sheet. Comments are due 90 days from the concept release being published in the Federal Register. These two changes noted in the fact sheet highlight why …
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players
Here are the key takeaways from a recent Cornerstone Research report that’s summarized in this Cooley “Securities Litigation & Enforcement” note from Brett De Jarnette and Ziwei Xiao:
Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up
As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and State Street – may have violated antitrust laws by using their influence to promote ESG policies that reduce coal production, potentially harming competition and consumers. In the joint statement …
Crypto Companies: “‘Come In and Register’ – Now With Directions”
Here’s the intro from this Cooley Alert penned by Derek Colla, Pang Lee, Rodrigo Seira, Joyce Wang and Will Pao: “For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation …
Five Interesting Things From the “SEC Town Hall”
Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting:
The SEC’s Upcoming June 26th Executive Pay Roundtable
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that they continue to be cost-effective and result in disclosure of material information without an overload of immaterial information” as noted in this statement from SEC Chair Paul Atkins. The public …
The DOJ’s Policy Shift to Incentivize Self-Reporting
Earlier this week, the Department of Justice’s Criminal Division released four documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the DOJ’s policies under the Trump Administration. These four documents are: As noted in this speech by the new head of the Criminal Division – Matthew Galeotti – the principal thrust is that the DOJ aims to incentivize self-reporting …
New Executive Order Seeks to Curb Overuse of Criminal Actions Brought By Federal Agencies
Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The executive order argues that citizens can’t possibly know all of the federal regs out there, and that larger companies have an advantage because they can hire lawyers more easily than the average American. …
Five Wild Things About the New Texas Shareholder Proposal Law
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other than a director nomination) on the ballot at a meeting of shareholders. This bill, which is fairly bare bones, has been approved by the Texas Legislature …