Joseph A. Hall

Mr. Hall is a partner in Davis Polk’s Corporate Department and co-head of the firm’s Environmental, Social and Corporate Governance (ESG) group. [Full Bio]

Latest Articles

Last week, the SEC staff published new detailed guidance on its views of when a digital asset may be considered a security, in the form of two documents:  a guidance “framework” issued by the SEC’s Strategic Hub for Innovation and Financial Technology and a no-action letter from the SEC’s Division of Corporation Finance. The Framework for “Investment Contract” Analysis of Digital Assets sets out “a framework for analyzing whether a digital asset is an investment…
Despite a political agenda packed with important issues like tariffs, immigration and a Supreme Court nomination, there have been a number of recent federal and state legislative developments relating to public company corporate governance topics that are of interest.  In particular, the Senate Banking Committee has recently considered bills relating to the role of proxy advisory firms and disclosure of cybersecurity experience at the board level; there have been calls by lawmakers for regulation of…
The recent convictions of two traders for using hacked press releases and the settlement of SEC insider trading charges against a former Equifax manager highlight the significant insider trading risks companies face when dealing with a cyber event. Potential considerations for companies as they consider these risks highlight the intersection between cybersecurity and corporate governance. The full blog post is available at our Cyber Breach Center, here. To subscribe to our Cyber Breach Center, click …
The recent convictions of two traders for using hacked press releases and the settlement of SEC insider trading charges against a former Equifax manager highlight the significant insider trading risks companies face when dealing with a cyber event.  These risks come in two forms. First, there is the risk that someone (either inside or outside the company) has gained unauthorized electronic access to material nonpublic information (“MNPI”) about the company or one of its business…
On July 2, 2018, the SEC issued an order criticizing an issuer’s disclosure of executive perquisites and requiring the issuer to take measures to ensure that its future disclosures comply with SEC standards. The SEC staff alleged that, over the course of 2013 to 2016, annual proxy statements issued by The Dow Chemical Company omitted disclosure of about $3 million worth of perquisites, including the use of the company aircraft and other expenses, which, according…
On February 21, the Securities and Exchange Commission released updated interpretive guidance on cybersecurity disclosure, reaffirming staff guidance issued in 2011, providing more detailed guidance on disclosure of cybersecurity risks and incidents, advising companies to ensure that their disclosure controls and procedures take account of cybersecurity risks and noting the implications of cybersecurity incidents for insider trading prohibitions and Regulation FD compliance. The interpretive guidance lends the Commission’s imprimatur to the previously issued staff guidance…
Thursday, October 12, 2017 2:30 pm – 3:30 pm ET As U.S. investors have been looking for ways to invest in digital currencies, fund managers have started to grapple with how to fit this new asset class into older, ill-fitting structures and rules. Join us for a discussion on industry trends and how fund managers have been dealing with these issues, including: Background on Digital Currencies, ICOs and the Related Ecosystem Overview of General Regulatory…
In a much-anticipated action, on July 25 the SEC issued a Section 21(a) report of its investigation into an offering of digital tokens by “The DAO,” an unincorporated virtual organization. Though declining to take enforcement action against The DAO, the SEC used the opportunity to warn others engaged in similar activities that an unregistered sale of blockchain tokens can, depending on the circumstances, be an illegal public offering of securities. Simultaneously, the SEC issued a…
A lively debate is erupting over a provision in the House-approved Financial CHOICE Act that would increase the stock ownership threshold for submitting shareholder proposals in the company’s proxy statement from the current level of $2,000 to 1% of common stock outstanding, and would extend the stockholding duration requirement from one year to three years. The New York State Comptroller, who manages $186 billion in retirement funds but whose ownership of any particular company is…