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The Business Lawyer

Summer 2023 | Volume 78, Issue 3

Introduction

Subcommittee on Annual Review, Federal Regulation of Securities Committee

Summary

  • This Annual Review ("Review") covers significant developments in federal securities law and regulation during 2022. The Review is divided into three sections: regulatory actions, accounting statements and caselaw developments.
  • The Review is written from the perspective of practitioners in the fields of corporate and securities law. This results in emphasis on significant developments under the federal securities laws relating to companies, shareholders and their respective counsel.
  • Our discussion is limited to those developments that are of greatest interest to a wide range of practitioners and addresses only final rules. The Review does not discuss proposed regulations or rules that are narrowly focused. Cases are chosen for both their legal concept as well as factual background.
Introduction
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Introduction

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of Federal Securities Regulation (“Subcommittee”) of the ABA Business Law Section’s Committee on Federal Regulation of Securities. The Review is a survey of significant developments in federal securities laws and regulations, as well as developments relating to accounting pronouncements and securities litigation matters, in 2022. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments.

The Review is prepared by and for securities practitioners and securities litigators. This results in an emphasis on significant developments under the federal securities laws relating to companies, shareholders, and their respective counsel. Our discussion is limited to those developments that are of greatest interest to a wide range of practitioners and addresses only final rules.

The U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed thirty-five rules relating to such matters as enhancing investor protections in initial public offerings by special purpose acquisition companies, requiring registrants to provide certain climate-related information in their registration statements and annual reports, and standardizing disclosures regarding cybersecurity risk management. However, during 2022, there were only seventeen final regulations adopted by the Commission.

Generally, the Review does not discuss proposed regulations or rules that are narrowly focused. For example, the Review generally does not address regulation of over-the-counter derivatives, hedge fund and other private fund-related rulemaking, or rulemaking related to registered investment companies, registered investment advisers, registered broker-dealers, or municipal advisors. Cases are chosen for both their legal concepts as well as factual background. While the Subcommittee tries to avoid making editorial comments regarding regulations, rules, or cases, we attempt to provide a practical analysis of the impact of the developments in the law and regulations on the day-to-day practice of securities lawyers.

Anna T. Pinedo, chair of the Subcommittee on Annual Review of Federal Securities Regulation (“Subcommittee”), Committee on Federal Regulation of Securities, ABA Business Law Section, is a member of the New York bar, a partner and co-leader of the Global Capital Markets practice at Mayer Brown LLP, and an adjunct professor at the George Washington University Law School. Gonzalo Go, vice chair of the Subcommittee, is a member of the New York bar and an associate at Mayer Brown LLP. Jay G. Baris is a member of the New York bar, a partner at Sidley Austin LLP, and an adjunct professor at Brooklyn Law School. Jorge deNeve is a member of the California bar and a partner at O’Melveny & Myers LLP. Evan Eldridge is a law clerk at Mayer Brown LLP in New York. William O. Fisher is a member of the California bar and has taught as a visiting associate professor at the Tulane Law School, a tenured professor at the University of Richmond School of Law, and a visiting professor at University of Nebraska College of Law. Andrew J. Geist is a member of the New York bar and a partner at O’Melveny & Myers LLP. Brad Goldberg is a member of the New York bar and partner at Cooley LLP. Asher Herzog is a member of the New York Bar and an associate at Cooley LLP. Reid Hooper is a member of the Washington D.C. bar and special counsel at Cooley LLP. Caroline K. Katz is a member of the California bar and an associate at O’Melveny & Myers LLP. Jesse C. Kean is a member of the New York bar and partner at Sidley Austin LLP. Jean Wenjing Liang is a law clerk at Sidley Austin LLP in New York. Su Lian Lu is a member of the California and New York bars and a special counsel at Cooley LLP. Thomas W. White is a member of the Washington D.C., New York and Virginia bars, a retired partner at Wilmer Cutler Pickering Hale and Dorr LLP and a lecturer at Columbia Law School. Alan J. Wilson is a member of the Washington D.C. and New York bars and a counsel at Wilmer Cutler Pickering Hale and Dorr LLP.