Sky Blog
In a new paper, we examine whether the gender composition of companies’ boards affects the Securities and Exchange Commission’s (SEC’s) decision to investigate those companies and, ultimately, to pursue regulatory enforcement.
We consider three related reasons why firms with more …
Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” …
Empirical evidence shows that investors respond to corporate insiders’ open market purchases by increasing the company’s stock price, reflecting that insiders possess private information indicating that the firm is undervalued. Consistent with that evidence, in a new paper we find …
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at all, the Revlon enhanced-scrutiny framework applies when the board of …
In 2015, Mark Carney, then Governor of the Bank of England and now Prime Minister of Canada, named a problem that financial markets had begun to confront but had difficulty articulating, “the tragedy of the horizon.” As we …
In the fourth quarter of 2025, Novo Nordisk A/S (“Novo”) intervened as an interloper in the acquisition of Metsera, Inc. (“Metsera”), a clinical-stage developer of obesity and metabolic therapies that had entered into a merger agreement to be acquired by …
For a decade, a development team that wanted to distribute tokens in the U.S. or to U.S. persons had two realistic options: attempt an SEC registration that, basically, no one could complete, or make a judgment call under the 1946 …
The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC and, collectively, the Agencies) issued a joint final rule to define the term “unsafe or unsound practice” for purposes of section 8 of the …
In September 2026, Dario Amodei proposed an unusual response to the race to develop frontier artificial intelligence. If competition pushes leading laboratories to move faster than safety allows, Washington should let them coordinate. The Anthropic chief executive wants outside evaluators …
Today [September 16], the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into …
The mutual fund industry has become increasingly concentrated. The five largest fund families managed about 35% of industry assets in 2005, compared with 57% in 2024. One explanation is economic efficiency: Successful managers attract more capital, and larger organizations benefit …
Key Points
SPACs are public companies designed to die. Ordinary corporations, like Coca-Cola, enjoy perpetual existence under the law. Special-purpose acquisition companies, by contrast, are organized with a termination date from the outset—usually two years, and never more than three under stock …
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 …