Tag: SEC
SPACs and the JOBS Act
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Usha Rodrigues: The JOBS Act’s IPO on-ramp was intended to ease regular companies’ path to going public; instead, it has inadvertently made it easier for the average investor to get a taste of private equity...
Complexity of Regulation
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Chester S. Spatt: While our financial system is itself very complex, our financial regulators would benefit in many cases by designing simple and robust approaches…
Comments on Seasoning of Reverse Merger Companies Before Uplisting to National Securities Exchanges
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David N. Feldman: Blockbuster Entertainment, Occidental Petroleum, Turner Broadcasting, Tandy Corp. (Radio Shack), Texas Instruments, Jamba Juice, and Berkshire Hathaway are just a few well-known companies that went public through a "reverse merger."
Conflict Minerals and SEC Disclosure Regulation
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Celia R. Taylor: Dodd-Frank's conflict minerals provision is framed as a disclosure requirement and thus seemingly falls within the purview of the SEC. However, the provision in fact is a back-end run around...
Proposed SEC Rules Could Limit Carried Interest and Incentive Compensation Paid by Private Equity Firms
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Elizabeth Pagel Serebransky, Michael P. Harrell, Jonathan F. Lewis and Charity Brunson Wyatt: While private equity professionals have been keenly aware in recent years of proposed changes to the U.S. tax code...
Dodd-Frank, Compensation Ratios, and the Expanding Role of Shareholders in the Governance Process
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J. Robert Brown, Jr.: The Dodd-Frank Act sought to correct some of the abuses believed to have contributed to the financial crisis of 2008-2009. Executive compensation was one of them...
The Crystallization of Hedge-Fund Regulation
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Jeff Schwartz: Eleven months after Dodd-Frank was signed into law, the SEC issued final rules pertaining to Title IV of the Act, which calls for the registration of advisers to hedge funds...
The SEC’s New Dodd-Frank Advisers Act Rulemaking: An Analysis of the SEC’s Implementation of Title IV of the Dodd-Frank Act
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Kenneth W. Muller, Jay G. Baris, and Seth Chertok: The Title IV of the Dodd-Frank Act substantially changes the registration regime under the Investment Advisers Act...
Why the Federal Reserve is Dodd-Frank’s Big Winner
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At the height of the financial crisis, pundits and politicians were telling us all to expect an overhaul of financial regulation that would result in a brand new financial system. Those of us who study such matters knew the term “overhaul” was a bit hyperbolic, but genuine reform was certainly anticipated, and some might argue that Dodd-Frank was that genuine reform. Despite all the ink spilled about the impacts of Dodd-Frank, the post-crisis financial structure fails to look dramatically different than before. If anything, the major change in the post-crisis financial regulatory system is an increasingly powerful Federal Reserve.
Harmony or Cacophony? A Preliminary Assessment of the Responses to the Financial Crisis at Home and in the EU
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J. Scott Colesanti To be sure, the recent reforms to the U.S. regulatory system are far from final. Even if House Republicans do not succeed in turning back the clock, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) require so many studies, interpretations, and effectuating regulations that it will evade meaningful analysis for years. And while the nominally bipartisan Financial Crisis Inquiry Commission recently issued its report on causes for the financial crisis, that spirited document both spread the blame and disclosed infighting so as to cloud sufficiently any lasting impressions. Separately, the European Union—tasked with confronting the same economic foes while facing its own legislative obstacle of supranationalism—has issued robust rounds of Directives, Regulations, and Recommendations. Similar to efforts in the United States, the culmination of these reforms will trigger debate about business regulation on that continent for years to come.
In Dodd-Frank’s Shadow: The Declining Competitiveness of U.S. Public Equity Markets
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David Daniels As we enter into 2011, things are looking up. The Dow Jones has recently broken through 12,000 and is climbing to pre-recession heights. The economy has emerged from the greatest downturn since the Great Depression and continues to show modest growth. Unemployment is slowly decreasing. But all is not well. A potentially worrying trend that gained traction at the beginning of the millennia continues to unfold: the decline of the competitiveness of U.S. public equity markets. For example, consider the U.S. primary equity markets. In 2000, these markets attracted 54% of all global initial public offerings (IPOs)—IPOs by foreign companies issued on at least one public exchange outside the company’s domestic market. Similarly, foreign companies raised about 82% of the dollar value of all global IPOs on U.S. public exchanges.
Questioning the 500 Equity Holders Trigger
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William K. Sjostrom, Jr. An obscure provision of the Securities Exchange Act of 1934 (Exchange Act) has received unprecedented attention in recent months because of the prominent role it appears to be playing in Facebook’s decision on going public. Specifically, Exchange Act Section 12(g)(1) requires any company with “total assets exceeding [$10,000,000] and a class of equity security . . . held of record by five hundred or more . . . persons” to register such security under the Exchange Act. The measurement date for these thresholds is the last day of a company’s fiscal year. It then has 120 days from that date to register. Today, the practical effect of this rule is to force certain types of firms into the public markets earlier than is desirable. A shift from a shareholder-based trigger to one based on trading volume would preserve the Rule’s underlying policy concerns while mitigating this unintended effect.
