In a financial world where every move seems to echo with the clink of coins and the rustle of bills, a seismic shift has rocked the securities market. On February 6, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted two new rules with a 3-2 vote along party lines. (SEC; Sidley). These rules aim to further define what it means to be a “dealer” and “government securities dealer” under the Securities Exchange Act of 1934. Id. The regulatory scheme requires implicated market participants to register with the SEC as “dealers” and conform to various regulatory requirements. Id. Despite the SEC’s good-faith attempt to curtail de facto market makers and promote fairness among market participants, the new rules have been met with harsh criticisms due to their various impracticalities. (Fluhr, et al., DLA Piper; SEC).
Read MoreIn 2023 alone, the U.S. Securities and Exchange Commission (“SEC”) has pursued investigations of insider trading involving over sixty parties. (SEC Division of Enforcement Summary). Despite the growth of insider trading prosecution, the rules for insider trading and conflicts of interest remain only loosely enforced for members of Congress (Alicia Parlapiano et al., New York Times). This is problematic because members of Congress are routinely exposed to nonpublic information that can impact stock prices. (Id.). In fact, their trading activities as a whole remain largely unchecked as the existing framework to enforce insider trading and conflicts of interest in Congress is ineffective. (DeChalus et. al., Business Insider) In response, several bills were introduced in the Senate and the House of Representatives. (Congress.gov). Seventeen different bills were introduced in 2023, and one has already been introduced in 2024. Id. The most comprehensive and notable bills were introduced by Senator Kristin Gillibrand and Representative Katie Porter. (S. 2463, H.R. 6842). These bills (the “Bills”) seek to enhance the “trading bans and disclosure requirements for Congress, senior executive branch officials, and their spouses and dependents.” (S. 2463) Like the numerous other bills introduced in the past few years, the Bills are in the early phases and face an uphill battle to adoption. (Congress.gov).
Read MoreExecutive branch administrative agencies in the U.S. are facing increasing scrutiny and opposition. The U.S. Supreme Court is currently grappling with constitutional challenges to administrative agencies powers and procedures through landmark cases Loper Bright Enterprises v. Raimondo, No. 22-451 (U.S. May 1, 2023) and SEC v. Jarkesy, No. 22-859 (U.S. Oct. 30, 2023). These cases reflect the ongoing debates regarding the scope and limits of administrative power in the U.S. This article delves into the cases of Loper Bright and Jarkesy and illustrates how challenges to the current power exercised by administrative agencies may impact the regulatory landscape for public companies, the Securities and Exchange Commission (“SEC”), and market integrity.
Read MoreOn January 10, 2024, the SEC approved the listing and trading of several spot bitcoin exchange-traded products (“ETP”), a type of ETF. (SEC). The SEC approved Grayscale’s spot bitcoin ETF application, along with ten others, including BlackRock and Fidelity applications. (Mark Maurer, The Wall Street Journal; Crystal Kim, Axios). The SEC’s approval came one day after an unauthorized individual posted a fraudulent message on the Commission’s social media account on X, formerly known as Twitter, falsely claiming that the agency had approved the products to be traded. (Hannah Lang, et al., Reuters). The SEC quickly removed the misleading post. Id. Regardless, the SEC’s decision was in response to the D.C. Court of Appeals decision. (SEC). The Appellate Court vacated its decision and remanded the matter to the SEC to decide whether to approve Grayscale’s spot bitcoin ETF application. Id. The Commission ultimately decided to approve the listing and trading of Grayscale’s spot bitcoin ETF, citing various reasons. Id.
Read MoreThe de minimis exemption, a trade rule nearly a century old, has significantly reshaped the retail landscape, granting foreign e-commerce giants like Shein and Temu a significant advantage over American retailers. (Jordyn Holman, The New York Times). The de minimis exemption is fueling rapid growth for these companies by allowing low-cost packages to enter the U.S. duty-free. (Yuka Hayashi et. al, The Wall Street Journal). However, the rule also raises pressing concerns regarding unfair competition, labor practices, sustainability, and the impact on U.S. tax revenues and product safety. This article explores the de minimis exemption, its role in the exponential growth of retailers such as Shein and Temu, the various concerns it presents for U.S. consumers and the U.S. government, and the potential impact of this exemption on the future of the retail industry.
Read MoreAs the spotlight on climate change intensifies, federal agencies, including the U.S. Securities and Exchange Commission (“SEC”) and the European Commission in the European Union (“EU”), are grappling with the environmental impacts generated by companies. The SEC, traditionally tasked with creating and enforcing policies around the investment of money, has added financial climate change consequences to its list of responsibilities. (SEC). Most recently, the SEC has doled out a new proposed climate disclosure rule, intended to create consistent reporting guidelines for publicly traded companies, curb corporate greenwashing, and protect investors. (Jessica Corso, Law360; Michael Copley, NPR; SEC). While many consider the SEC’s attempt to combat climate change admirable and well-intended, opponents to the proposed rule express concerns about its impact on farmers and small businesses. (Jim Tyson, CFO Dive).
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