Washington D.C. – James J. Moloney,a highly respected Partner at Gibson Dunn,has been selected to lead the Securities and Exchange Commission’s (SEC) Division of Corporation Finance.The appointment, announced today, marks a critically important moment for the agency as it navigates an increasingly complex regulatory landscape.
A Seasoned Legal Professional
Table of Contents
- 1. A Seasoned Legal Professional
- 2. Returning to Public Service
- 3. gibson Dunn’s Continued Influence
- 4. The Evolving Landscape of Securities Regulation
- 5. Frequently Asked Questions About the SEC and Corporate Finance
- 6. How might James Moloney’s background in advising public companies on SEC reporting requirements impact the agency’s approach to enforcement actions related to disclosure deficiencies?
- 7. Gibson Dunn partner James Moloney Leads SEC’s Corporation Finance Division
- 8. Moloney’s Background and Expertise
- 9. Impact on SEC Priorities: Key Areas to Watch
- 10. Enhanced Scrutiny of SPACs and De-SPAC Transactions
- 11. Focus on ESG Disclosures
- 12. Modernization of Regulation D Offerings
- 13. Benefits for Companies: Proactive Compliance Strategies
- 14. Real-world Example: The SEC’s Focus on Cybersecurity Disclosures
Moloney brings to the role over two decades of experiance advising public companies, boards of directors, and committees on crucial matters of securities law. His expertise encompasses a wide array of areas, including reporting requirements, corporate compliance protocols, merger regulations, and investigations.
Barbara Becker, Chair and managing Partner of gibson Dunn, lauded moloney’s contributions to the firm. She stated that his leadership was pivotal in establishing Gibson Dunn’s securities regulation and corporate governance practice as a leading force in the field. becker expressed the firm’s full support as he transitions into this public service position.
Returning to Public Service
This is not Moloney’s first tenure wiht the SEC. He previously served for six years, culminating in a three-year stint as Special Counsel within the Office of Mergers & Acquisitions, which is part of the Division of Corporation Finance.During this earlier period, he played a key role in drafting Regulation M-A, a landmark set of rules governing takeovers and communications with shareholders, adopted in 1999.
The SEC’s Division of Corporation Finance is a critical component of the agency,responsible for reviewing filings from public companies and ensuring clarity in the securities markets. Recent SEC actions demonstrate heightened scrutiny, with over 40 enforcement actions taken in the first few weeks of fiscal year 2025, indicating a continued emphasis on regulatory compliance.
Did You Know? regulation M-A, largely shaped by Moloney, continues to be a foundational element of merger and acquisition law in the United States.
gibson Dunn’s Continued Influence
Gibson Dunn’s Securities regulation and Corporate Governance Practice Group boasts a substantial clientele, regularly representing numerous fortune 100 and 500 companies. The firm is noted for its extensive network of former SEC officials and strong relationships with stock exchanges and proxy advisory services.
| Role | Institution | Key Responsibilities |
|---|---|---|
| director, Division of Corporation Finance | Securities and Exchange Commission (SEC) | overseeing review of corporate filings, ensuring market transparency. |
| Chair and Managing Partner | Gibson Dunn | Leading the firm’s strategic direction and client relationships. |
| Special Counsel | SEC – Office of Mergers & Acquisitions | Reviewing merger transactions and drafting key regulations. |
Pro Tip: Staying informed about SEC regulations and enforcement actions is crucial for any investor or corporate officer.
The Evolving Landscape of Securities Regulation
Securities regulation is a constantly evolving field,driven by innovation in financial products and market dynamics. The SEC’s role is to adapt to these changes while protecting investors and maintaining fair, orderly and efficient markets. The appointment of an experienced legal mind such as James J. Moloney underscores the agency’s commitment to this goal. Recent trends,including increased focus on environmental,social,and governance (ESG) factors in investment decisions,are further shaping the regulatory landscape.
Frequently Asked Questions About the SEC and Corporate Finance
What are your expectations for the SEC under this new leadership? Do you think increased regulation is necessary in today’s financial climate?
Share your thoughts in the comments below!
Gibson Dunn partner James Moloney Leads SEC’s Corporation Finance Division
the Securities and exchange Commission (SEC) has appointed James Moloney, a seasoned partner at Gibson Dunn & Crutcher, as the new Director of the Division of Corporation Finance. This appointment, effective September 11, 2025, marks a critically important shift for the agency responsible for overseeing corporate disclosures and impacting securities regulation. Moloney’s arrival is keenly watched by corporate lawyers, financial professionals, and the broader capital markets.
Moloney’s Background and Expertise
James Moloney brings over two decades of experience in corporate and securities law to the SEC. His practise at Gibson Dunn focused heavily on advising public companies on a wide range of matters, including:
SEC Reporting & Compliance: guiding companies through complex reporting requirements like 10-K, 10-Q, and 8-K filings.
Mergers & Acquisitions (M&A): Providing legal counsel on transactions involving public and private companies.
Capital Markets Transactions: Expertise in initial public offerings (IPOs), debt offerings, and other capital raising activities.
Corporate Governance: advising boards of directors on fiduciary duties, risk management, and best practices.
Prior to Gibson Dunn, Moloney served as a law clerk to Judge Diarmuid O’Scannlain of the U.S. Court of Appeals for the Ninth Circuit.He is a graduate of Yale Law School and Harvard University. This extensive background positions him well to navigate the intricacies of corporate finance law.
Impact on SEC Priorities: Key Areas to Watch
Moloney’s leadership is expected to influence the SEC’s focus in several key areas. Understanding these priorities is crucial for businesses navigating the regulatory landscape.
Enhanced Scrutiny of SPACs and De-SPAC Transactions
The SEC has already signaled increased scrutiny of Special Purpose Acquisition Companies (SPACs) and the process of taking companies public through de-SPAC transactions. Moloney’s experience in capital markets suggests he will likely continue this trend, focusing on:
- Disclosure Requirements: Ensuring investors receive thorough and accurate information about SPACs and target companies.
- Due Diligence: Strengthening requirements for due diligence conducted before de-SPAC transactions.
- Financial Projections: Examining the use and accuracy of financial projections presented to investors.
Focus on ESG Disclosures
environmental, Social, and Governance (ESG) disclosures are rapidly becoming a central focus for investors and regulators. The SEC is currently developing rules requiring companies to report on their climate-related risks and other ESG factors. Moloney’s role will be pivotal in shaping the final rules and ensuring consistent submission. Expect to see:
Standardized Reporting Frameworks: Efforts to establish clear and consistent standards for ESG disclosures.
Materiality Assessments: Guidance on determining which ESG factors are material to a company’s business.
Enforcement Actions: Increased enforcement of existing disclosure requirements related to ESG issues.
Modernization of Regulation D Offerings
Regulation D provides exemptions from SEC registration for certain private offerings of securities. The SEC is considering updates to Regulation D to address evolving market practices and investor protection concerns. Moloney’s expertise in capital markets will be valuable in evaluating potential changes, including:
Accredited Investor Definition: Potential revisions to the definition of an accredited investor.
Offering Limits: Adjustments to the maximum amount of capital that can be raised under Regulation D.
Form D Filing Requirements: Streamlining the process for filing Form D, the notice of exempt offering.
Benefits for Companies: Proactive Compliance Strategies
While increased SEC scrutiny can present challenges, proactive compliance can mitigate risks and create opportunities.Here are some strategies companies should consider:
strengthen Internal Controls: Implement robust internal controls over financial reporting and disclosure processes.
Enhance Disclosure Practices: Review and update disclosure materials to ensure they are clear, accurate, and comprehensive.
Seek Expert Counsel: Engage experienced securities lawyers to provide guidance on complex regulatory issues.
Stay Informed: Monitor SEC developments and regulatory changes closely. Resources like the SEC website (https://www.sec.gov/) and legal industry publications are essential.
Real-world Example: The SEC’s Focus on Cybersecurity Disclosures
In recent years, the SEC has increasingly emphasized the importance of cybersecurity disclosures. In 2023, the SEC adopted rules requiring companies to disclose material cybersecurity incidents within four business days. This demonstrates the agency’s commitment to protecting investors from cyber risks. Moloney’s leadership will likely reinforce this focus, potentially leading to more stringent enforcement actions against companies that fail to adequately disclose cybersecurity incidents. This is a prime example of how cybersecurity regulation intersects with financial reporting.
