Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

Authors Zhaoxin Lin, Travis R.A. Sapp, Jackie Rees Ulmer, and Rahul Parsa examine insider trading data in order to assess the significance of this issue. In their article, “Insider Trading Ahead of Cyber Breach Announcements,” the authors report on their review of stock price responses following 258 announced cyber breaches that occurred from 2011 to 2016.  Based on historical insider sales, the authors catalogue sales as routine or opportunistic, to the extent data…
October 1-2, 2018 PLI California Center 685 Market Street San Francisco, CA 94105 This program is specifically designed for in-house and law firm attorneys and other professionals who work with financial information. It will enhance understanding of business strategies, accounting fundamentals and vocabulary used by management, investors, auditors and bankers. Practical advice and application of information to actual situations and financial reports will provide participants with opportunities to immediately implement growth and broaden capabilities. Partner…
Thursday, September 20, 2018 11:00 a.m. – 11:30 a.m. EDT On July 31, 2018, after a review period following its initial proposal, the Office of the Comptroller of the Currency (OCC) announced it would begin accepting applications for its special purpose national bank charter for financial technology (fintech) companies. While the New York State Department of Financial Services has (again) sued the OCC claiming that it lacks the legal authority to issue this type of…
In a recent paper, author Brian Cheffins contends that the concerns about the death of the US public company are overstated. Although there has been a decline in the number of public companies since 2000, public companies continue to play an important role in the US economy. In assessing the role of public companies, Cheffins considers the ratio of aggregate market capitalization of publicly traded stocks to gross domestic product. The ratio is now…
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting of shareholders. This Legal Update highlights issues of importance to the upcoming 2019 proxy season. We discuss the following topics: Pay Ratio Say-on-Pay Compensation Litigation and Compensation Disclosure Board Diversity Investor Stewardship Group Voluntary Proxy Statement Disclosure Shareholder Proposal Guidance…
Speaking at a session at the American Bar Association’s annual meeting, a representative of the Securities and Exchange Commission’s Division of Corporation Finance (Michael Seaman) provided guidance for attendees regarding areas of focus in the coming months.  After reviewing some of the Commission’s recent rulemaking initiatives, including the Concept Release regarding Rule 701 and Form S-8, the recent changes to Regulation S-K to address outdated, duplicative and other similar rules, and the proposed amendments to…
Elder financial exploitation has been recognized by many state and national agencies as a concern as the population ages and elders shoulder more responsibility for managing their retirement assets under defined contribution plans.  For investment advisers and broker-dealers, balancing the protection of customer information and reporting financial exploitation is challenging.  Fortunately, state and national authorities have taken actions to ease the regulatory tension. State Regulations Most states have laws in place to address elder financial…
In a white paper titled, “Taking Stock,” published by MSCI and written by Ric Marshall, Pano Seretis, and Agnes Grunfeld, the authors analyze the effect of share buybacks. As we have written in a number of prior posts, particularly following US tax reform, corporate share buybacks have been criticized in the popular press as well as by regulators. The whitepaper studies buyback activity at the 610 MSCI USA Index constituents and track share…
In a recent paper titled, “Voluntary Disclosure and Firm Visibility: Evidence from Firms Pursuing an Initial Public Offering,” authors Michael Dambra, Bryce Schonberger, and Charles Wasley review the benefits of pre-IPO press releases and investor meetings. Based on a sample of 569 IPOs undertaken from 2004 to 2014, the median IPO company issues two press releases in the year before the IPO and 16.7 percent of the companies attend an investor conference in…