Sky Blog
Recent years have seen growing academic interest in why mergers and acquisitions fall apart. Projects by Morgan Ricks and Da Lin and Robert Miller have explored, for example, why public company transactions fail to close after signing. In a new …
Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service …
The prevailing law and economics account treats the evolution of corporate law as a series of neutral, efficiency-driven adjustments. Scholars who study the Global South describe something messier. Corporate law in any given country is the product of political and …
Both Congress in the Clarity Act and the SEC in Regulation Crypto are moving to redefine the playing field for cryptocurrency. We will address each in a separate statement.
We believe the Clarity Act in the July version is deeply …
Exchange Act Rule 14a-8 addresses when a company must include a shareholder’s proposal in its proxy statement for an annual or special meeting ofshareholders. In order to have a proposal included, a shareholder must be eligible and follow certain procedures …
On August 13, 2026, the Public Company Accounting Oversight Board issued its latest inspection reports for the six largest public audit firms: BDO USA, P.C., Deloitte & Touche LLP, Ernst & Young LLP, Grant Thornton LLP, KPMG LLP, and PricewaterhouseCoopers …
Today [September 3], the Commission proposed to rescind Investment Advisers Act rule 206(4)-5, the investment adviser “Pay-to-Play Rule.” I am thrilled that we are proposing to eliminate rather than simply amend the rule, which always has bothered my First Amendment …
Insider trading has long been a furtive contest between traders, desperately hiding their material non-public information, and prosecutors in hot pursuit. In general, discovery implied conviction. But now it may have come out into the open, as high frequency traders …
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation’s …
Retail investors are gaining greater exposure to private equity, private credit, private real estate, infrastructure, and other less-liquid assets through retirement funds, wealth platforms, and publicly offered investment vehicles.
As policymakers debate wider access, they should also ask a less …
Giant asset managers have become powerful actors in corporate America, fueling widespread concern that these Wall Street titans will capture the government by translating their economic might into political influence. In a new article, we identify an increasingly pressing …
On August 26, the Department of Justice announced a proposed settlement to resolve allegations that private equity firm KKR failed to file complete, accurate, and timely premerger filings under the Hart-Scott-Rodino Act in connection with several transactions during 2021 and …
On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial. Meta stockholders brought an $8 billion claim against the company’s directors and officers, …
I am delighted that the transfer agent rule proposal is seeing the light of day before I leave the Commission. Thank you to Jamie Selway, Elizabeth Fitzgerald, Moshe Rothman, and the rest of the staff in the Division of Trading …
Few empirical studies end up on both sides of a major regulatory fight, and fewer still get accused of being read too selectively by one side. My 2021 study on Israel’s voluntary transition to semiannual reporting has been at the …
A wave of near-term debt maturities, persistent covenant pressure, and a financing market that rewards speed and certainty over marketed processes have pushed balance sheet management to the top of the agenda for management and boards of highly levered companies. …
Raising a first-time private fund is extraordinarily difficult. Incumbent managers have long-held and significant advantages in fundraising, and the challenge of breaking into the industry has only grown steeper in recent years as fundraising has slowed and capital has consolidated …
Executive Summary
As private credit has expanded into a mainstream asset class, trustees who manage pension fund portfolios on behalf of beneficiaries face an evolving set of challenges. This piece explores the prudent person standard that guides pension fund trustees as they …
As part of a broader shift in the regulatory landscape, federal banking agencies are working to make exams more objective and financial in focus. For example, the Federal Financial Institutions Examination Council (“FFIEC”) recently released a notice of …