Eric W. Orts

The Commission is adopting rule amendments that require certain filings and submissions under the Securities Exchange Act of 1934 to be made electronically. The amendments will mandate that many of these filings and submissions be provided using structured, machine-readable data language.

Say-on-pay, an annual, non-binding shareholder vote on CEO compensation, is one of the primary ways of giving shareholders a voice in corporate governance. It is in essence a vote of confidence on the board of directors' compensation decisions and the performance of the CEO.

Today [December 16], the Commission approved a final rule to require broker-dealers, securities-based swap dealers, exchanges, clearing agencies, and other self-regulatory organizations to submit forms electronically. I am pleased to support this adoption because it would improve the efficiency of our markets by modernizing the filing process for a wide range of registrants.

On December 11, 2024, in a 9-8 decision , the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock

Institutional investors such as mutual funds, pension funds, and exchange traded funds (ETFs) play a prominent role in today's economy. According to the CFA Institute, institutional investors now hold over $70 trillion in investable assets and thus wield immense influence over the corporations they invest in. But how do these institutions actually exercise their power?

Rational apathy stands at the center of current and long-time developments and debates in corporate governance and activism. Dominance of index funds in share ownership, prevalence of proxy advisers, pass-through voting programs, trading proxy votes on an exchange, and the entire proxy system (“proxy plumbing” as the SEC calls it) all have something to do with rational apathy. So, we dig into it, briefly, for activists and shareholders.

The revolutionary potential of artificial intelligence (AI) creates substantial uncertainty about its impact on firm value. On one hand, AI can drive revenue growth through innovative products and precise customer targeting, while also reducing operational costs by automating tasks, optimizing supply chains, and improving production processes. On the other hand, AI comes with heightened risks, including regulatory uncertainties, cybersecurity vulnerabilities, and potential operational failures.

The recent scandal involving TD Securities LLC [1] has served as a stark reminder of the dark side of high-frequency trading.

As of January 1, 2026, registered investment advisers (RIAs) and exempt reporting advisers (ERAs) will face new regulatory obligations under the Financial Crimes Enforcement Network's (FinCEN) final rule on anti-money laundering (AML) and countering the financing of terrorism (CFT).

One distinctive feature of the U.S. economy over recent decades has been the rise of the entrepreneur-dominated public company. This development has derived largely from the growth of private funding available through venture capital, so that initial public offerings have commonly served as a “harvesting” moment for the venture capital investors rather than a fund-raising vehicle that would dilute the entrepreneur's control position. Moreover, the success of the Google IPO in 2004 provided market validation for the entrepreneur's use of dual class common stock as a way of retaining control while retaining considerably less than 50 percent of the cash flow rights of the public company. The entrepreneur's “idiosyncratic vision” has also received its celebration in the academic world.