Erik Gerding is a partner at Freshfields. He advises clients on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance.
(0:00) Intro
(1:14) About the podcast sponsor: The American College of Governance Counsel
(2:00) Start of interview
(2:36) Erik's origin story
(4:14) Discussing Foreign Private Issuers (FPIs): His article "SEC Revisits Foreign Private Issuer Eligibility" (June 2025)
(16:45) The Rise of AI and Its Implications. Discussion on "AI Washing"
(19:30) Distinguishing statutory mandates between the SEC, FTC, and DOJ on regulatory oversight of AI
(20:40) The evolving crypto regulatory landscape "It's a pretty big sea change" "[Now it's] all about bright line rules (vs flexible standards) and trying to provide a lot more certainty to the market."
(23:24) Cybersecurity Threats and Board Responsibilities. Two requirements from SEC: 1) public companies must disclose material cybersecurity incidents within four business days after determining that that incident was material, and 2) disclosure in a company's annual report about its risk management strategy and governance around cybersecurity. "The real focus is on the material cybersecurity incident reporting."
(29:43) Current Trends in IPOs, SPACs and M&A (Liquidy Exits)
(32:32) SEC Priorities in 2025 and beyond. "The SEC leadership has underscored a back-to-basics approach. What this means is focusing more on clear fraud and fraud that is scienter-based." "They're [also] going to emphasize much more quantitative materiality rather than qualitative materiality." "[This] is another example of how this SEC is focused on bright line rules."
(36:51) SEC Enforcement in Private Markets *Mention of the Startup Litigation Digest.
(40:31) The Shift from Delaware to Nevada, Texas, and Impact of Delaware's SB21.
(48:08) Books that have greatly influenced his life:
(48:54) His mentors
(50:16) Quotes that he thinks of often or lives his life by.
(50:48) An unusual habit or an absurd thing that he loves.
(51:13) The living person he most admires.
Erik Gerding is a Capital Markets partner at Freshfields advising on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance.