A Cloak Secrecy That Unbecomes The SEC

Readers of this space will know that I was an early critic of the SEC's whistleblower program.  In 2016, for example, I observed that the SEC had awarded $136 million to only 37 individuals.  Earlier, I posted five theses regarding the SEC's program:

SEC Reopens Comment Period On Deeply Flawed Proposed Claw-Back Rules

Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to develop and implement a...

The Fifth Circuit Sides With Justinian and Blackstone

As has been widely reported, the Fifth Circuit Court of Appeals this week addressed the legal status of the administrative courts of the Securities and Exchange Commission.  In short, the Court held:

If The SEC Favors Full Disclosure, Why Does It Have A "Gag Rule"?

In 1972, the Securities and Exchange Commission announced its "policy not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings. In this...

President Biden Nominates Former DOC (AKA DBO & DFPI) Attorney To SEC

On Wednesday, President Biden announced that he has nominated Mark Uyeda to serve as a member of the Securities and Exchange Commission.   Mark's work history as an attorney at the SEC should equip him well to serve as a Commissioner.  He previously...

The SEC's Brobdingnagian Climate Change Disclosure Rule Proposal

Earlier this week, the Securities and Exchange Commission issued a proposed rule change that would require companies to make specific climate-related disclosures when filing a Securities Act or Exchange Act registration statement or an Exchange Act...

SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...

Could The SEC Have Made A Weaker Case For Mandating Enhanced Repurchase Disclosures?

Earlier this month, the Securities and Exchange Commission proposed rule amendments that would require an issuer, including a foreign private issuer and certain registered closed-end funds, to report any purchase made by or on behalf of the issuer...

Does Anybody Really Know When Form SR Will Be Due?  Does Anybody Really Care (Care About Time)?

The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the share repurchase has been...

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