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Category Archives: Securities Law

Amazon’s Big Secret

The Atlantic [unpaywalled] – “…Nearly 30 years after the company was founded, we still don’t really know where its profits come from. The answer will loom large in the antitrust case against it. Under SEC rules, public corporations must file quarterly reports disclosing revenue, expenses, profits, and other metrics. Initially, only company-wide data were required. But in 1966, the Senate antitrust subcommittee held a series of hearings exploring how weak financial-reporting rules threatened competitive markets. A main focus was how conglomerates—companies that combine multiple businesses under one roof—could hide information about their subsidiaries that, if revealed, might be evidence of anticompetitive behavior. Following the hearings, the SEC revised its rules to require corporations to disclose financial data for each of their major divisions, or segments. The aim was to ensure that investors and the public had a clear view of each unit on its own. But in practice, the SEC has given corporations “near total managerial discretion” to decide what counts as a segment, as a 2021 report from the Institute for Innovation and Public Purpose at University College London put it. This has allowed them to lump together different business lines and report only aggregated data for the whole, making it possible to conceal that a division is generating the kind of jumbo profits that might alert antitrust enforcers to a lack of competition. It also allows corporations to hide sustained losses in particular divisions, which can be a sign of a monopoly in the making. Indeed, for much of the 20th century, a top concern of antitrust was “cross-subsidization”—when a corporation uses excess profits obtained by monopolizing one market to fund large losses in another. In her classic 1904 exposé of Standard Oil, Ida Tarbell, the mother of investigative journalism, described how John D. Rockefeller’s company would sell below cost in a given region until it drove the competition out of business, sustaining those losses by charging exorbitant prices in places where the monopoly was already established. In the 1930s and ’40s, General Electric likewise relied on excess profits from its light-bulb monopoly to sell home appliances at a loss. (A federal antitrust case brought against GE in 1941 eventually broke its hold on the light-bulb market.)..”

Pete Recommends – Weekly highlights on cyber security issues, February 17, 2024

Via LLRX –  Pete Recommends – Weekly highlights on cyber security issues, February 17, 2024 -Privacy and cybersecurity issues impact every aspect of our lives – home, work, travel, education, finance, health and medical records – to name but a few. On a weekly basis Pete Weiss highlights articles and information that focus on the… Continue Reading

GPT and other AI models can’t analyze an SEC filing

CNBC: “Large language models, similar to the one at the heart of ChatGPT, frequently fail to answer questions derived from Securities and Exchange Commission filings, researchers from a startup called Patronus AI found. Even the best-performing artificial intelligence model configuration they tested, OpenAI’s GPT-4-Turbo, when armed with the ability to read nearly an entire filing… Continue Reading

SEC’s new data breach disclosure rules take effect

TechCrunch – What you need to know: “Starting December 18, publicly-owned companies operating in the U.S. must comply with a new set of rules requiring them to disclose “material” cyber incidents within 96 hours. The regulation represents a significant shake-up for organizations, many of which have argued that the new rules open them up to… Continue Reading

IRS says Microsoft owes an additional $29 billion in back taxes

CNBC: “Microsoft received Notices of Proposed Adjustment from the Internal Revenue Service for an additional tax payment of $28.9 billion, the company said in an 8-K filing Wednesday. Microsoft said the dispute concerns the company’s allocated profits between countries and jurisdictions between 2004 and 2013. It said up to $10 billion in taxes that the… Continue Reading

SEC obtains Wall Street firms’ private chats in probe of WhatsApp, Signal use

Ars Technica: “The US Securities and Exchange Commission has “collected thousands of staff messages from more than a dozen major investment companies” as it expands a probe into how employees and executives at Wall Street firms use private messaging platforms such as WhatsApp and Signal, Reuters reported today, citing “four people with direct knowledge of… Continue Reading

How To Prepare for Cyber Disclosures In a New Era of Transparency

Harvard Law School Forum on Corporate Governance, Matt Gorham, Barbara Berlin, and Kevin Vaugh, PricewaterhouseCoopers LLP: “The Securities and Exchange Commission (SEC) released its final rule on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure on July 26, 2023. This gives your organization approximately five months to confirm your compliance plans before the new disclosure… Continue Reading

AI in Banking and Finance, August 15, 2023

Via LLRX – AI in Banking and Finance, August 15, 2023 – This semi-monthly column by Sabrina I. Pacifici highlights news, government and regulatory documents and industry white papers as well as academic papers on the subject of AI’s fast paced impact on the banking and finance sectors. The chronological links provided are to the primary… Continue Reading

Pete Recommends – Weekly highlights on cyber security issues, August 12, 2023

Via LLRX – Pete Recommends – Weekly highlights on cyber security issues, August 12, 2023 – Privacy and cybersecurity issues impact every aspect of our lives – home, work, travel, education, finance, health and medical records – to name but a few. On a weekly basis Pete Weiss highlights articles and information that focus on… Continue Reading

SEC is giving companies four days to report cyberattacks

Quartz: “The US Securities and Exchange Commission (SEC) wants public companies to be more transparent and forthcoming about “material cybersecurity incidents,” the federal agency said yesterday (July 26).  Its new rules, passed by a 3-2 vote, dictate companies must disclose details of incidents and their effect on the bottomline in a section of the Form… Continue Reading

The AI search engine for developers

“Phind (formerly Hello) is a search engine that simply tells users what the answer is. Optimized for developers and technical questions, Phind instantly answers questions with simple explanations and relevant code snippets from the web. Phind is powered by large, proprietary AI language models. It’s smart enough to generate answers based on information from multiple… Continue Reading