There has been no lack of news since the President was re-inaugurated in January. However, until very recently, little of the news seemed to be coming from the SEC. Perhaps that is because the new SEC Chair, Paul Atkins, was not sworn in until April 21 (happy birthday to me) or for some other reason
It’s early days, but I’m pleased to report that the optimism I expressed about the SEC in the aftermath of the 2024 election may have been warranted. At a minimum, the actions taken by the SEC since January 20 demonstrate support for the issuer community, an interest in pursuing the traditional goals of the SEC, and a willingness to help those of us who advise clients with respect to SEC rules and the many interpretations of those rules.
What the Commissioners Are Saying
First, on January 27, Commissioner Hester Peirce spoke before the Northwestern Securities Regulation Institute. Her remarks were witty (as always) and, for the most part, spot on, to the point that I considered copying them here. (I haven’t, though I have copied some of her choice remarks below.) I do take issue with a few of her remarks (also as always), including her view that a corporation’s singular focus should be on building value for shareholders; it seems to me that it is not possible to build value without focusing on other constituencies such as customers, suppliers, and – yes – even the community at large. Those matters aside, Ms. Peirce made the following good points, among others:Continue Reading So Far, So Good
For the benefit of new subscribers, every January I depart from my usual screeds about the SEC and corporate governance and indulge in the slightly less nerdy exercise of telling you about my favorite books of the year gone by. As regular readers know, unlike the New York Times and other publications, my favorite books are those I read in 2024, regardless of their publication dates.
Having mentioned the Times, I have to say that the more I read its book reviews and “10 Best” lists, the less I relate to them. I have a theory as to the reasons for that, but I’ll spare you. That said, if you’ve read the 2024 10 Best list in the “Gray Lady,” you’ll see that it has little in common with mine.
Finally, I decided this year that I won’t be bound by the number 10, largely because I usually find myself agonizing over which books to cut, and it’s just not worth it. So this year’s list contains more than 10 books, and my favorites are not evenly divided between fiction and non-fiction.
Here goes. Continue Reading Bob’s Best Books of 2024
For those of us who are unhappy or worse about the outcome of the 2024 presidential election, fearing (among other things) that we are about to enter a modern incarnation of the dark ages, I respectfully suggest that the time has come to light a candle rather than curse the darkness.
The candle is rather limited and simple: whatever else may happen during the next Trump administration, there’s a fair chance that those of us who practice securities law will find the SEC a lot more pleasant (or less unpleasant) to deal with.Continue Reading Lighting a Candle
You may have noticed that the SEC has been very quiet on the rulemaking front in recent weeks. It comes as no surprise, as action on a number of items on the SEC’s Regulatory Flexibility Agenda had been moved from late 2024 to early 2025. (The cynic in me wonders whether the scheduling changes resulted from concerns that accusations of over-regulation would impact the 2024 election cycle, but – for now, at least – I’ll leave that to others.)
However, the SEC has definitely not been idle. Quite the contrary. In fact, recent weeks have seen what strikes me as an inordinate number of announcements of enforcement actions. Some of these actions are relatively “standard” – insider trading, recordkeeping violations, securities fraud, whistleblower protection violations (discussed in our recent e-alert), and so on. But others are somewhat unusual. For example:Continue Reading Law and Order: SEC
For many years, I have urged companies to consider going beyond the bare minimum disclosures required by SEC rules – in appropriate circumstances, of course. In my experience, providing more disclosure than what is specified in the rules can generate positive feedback or even praise from investors and other stakeholders. And, in fact, many companies
One of the things I learned as young securities lawyer was that securities offerings can be made only by prospectus. Accordingly, one of the first things we did whenever we embarked on an IPO was to send a memo to our clients reminding them of the limitations imposed on communications under the securities laws and
The week of June 24, 2024 may be remembered as one of the worst in recent memory for the SEC, which – along with the “administrative state” generally – was beaten up by some very significant decisions handed down by the U.S. federal courts.
Securities Fraud Claims Seeking Civil Penalties Must Be Brought in Federal
Once upon a time, few if any investors seriously challenged executive pay. Executive compensation was, as always, a hot topic, but in the days before say-on-pay votes, it wasn’t easy to effectively object to excessive pay packages. Moreover, as one of the more outspoken members of the investor community once told me, as long as
I’ll start by making a few things clear: I support a clean environment, stopping or slowing climate change, and many other good things. I also believe that corporations should (and many do) consider constituencies other than shareholders and seek to do more than increase shareholder value. There. I’ve gotten that out of my system.
But that doesn’t mean