Sky Blog
Corporate officers occupy an unusual place in corporate law. They are among the most important actors in the modern corporation, making many of the decisions that shape a company’s day-to-day operations, strategy, risk taking, and compliance.[1] Yet compared with …
The SEC has clarified that a recent letter on structured note disclosures does not affect, limit or condition long-standing staff guidance and does not impose legal requirements.
In a 1996 no-action letter (the Morgan Stanley Letter), the SEC’s …
We oppose rescission of SEC Rule 14a-8.
Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual state and federal system governing public companies. Reasonable people may …
On Friday, September 18, 2026, the U.S. Department of Justice (DOJ) announced revisions to two Justice Manual sections governing False Claims Act (FCA) enforcement. The revisions narrow DOJ’s enforcement approach in two respects. First, DOJ revised Justice Manual § 1-19.000 …
A growing case law is recognizing private damages claims for market manipulation such as spoofing. A spoofer places orders for an asset while intending to cancel the orders before they execute. The point is to move the price of the …
Executive Summary
Under corporate law, boards of directors have long had the right to rely on reports and other information supplied by management. This “right of reliance” derives from the board’s power to delegate day-to-day operational responsibility to management. However, it is …
On September 17, 2026, the Federal Deposit Insurance Corporation issued a notice of proposed rulemaking (the “Proposal”)[1] to modernize and reform its framework for reviewing transactions under the Bank Merger Act (the “BMA”).[2] The Proposal is intended to …
For more than a century, exchanges have governed markets as much as they have operated them. While creating liquidity, they have also functioned as private lawmakers within a public regulatory framework by establishing listing standards and disclosure obligations, monitoring issuers, …
On September 28, 2026, the U.S. Securities and Exchange Commission’s (the SEC) Office of Chief Accountant Kurt Hohl and Division of Investment Management Director Brian Daly (collectively, the Staff), issued a joint statement on fair value measurement and disclosure considerations …
Greenwashing is usually treated as a problem of corporate deception. Firms make environmental claims that exaggerate, selectively disclose, or obscure their actual sustainability performance. Greenwashing leaves investors, consumers, employees, and regulators with an overly favorable impression, thereby stifling true progress. …
On September 17, 2026, the Securities and Exchange Commission (the “Commission” or the “SEC”) issued two conditional exemptions to facilitate permissioned trading of tokenized national market system (“NMS”) stocks.[1] Collectively known as the “Innovation Exemption,” the relief exempts qualifying …
On September 15, the Clarity Act failed to secure a cloture vote in the U.S. Senate, with four Republicans and all 47 Democrats voting against considering the bill at this time. The Act may come back to life again next …
Investment in private assets continues to grow, including for an increasing number of registrants that are required to subsequently measure these investments at fair value, such as registered closed-end funds, interval funds, tender offer funds, business development companies and private …
On September 12, 2026, Anthropic CEO Dario Amodei called for coordinated limits on the pace of frontier-AI development, with government support to address antitrust constraints. Sam Altman (OpenAI), Demis Hassabis (Google DeepMind), and Elon Musk (SpaceXAI) publicly supported the proposal’s …
On September 11, 2026, the Office of the Comptroller of the Currency (OCC), Board of Governors of the Federal Reserve System (Federal Reserve Board), Federal Deposit Insurance Corporation (FDIC) and National Credit Union Administration (collectively, the “agencies”) jointly issued proposed …
Anthropic, a public benefit corporation (PBC), continues to offer food for thought on corporate governance and its mission to develop AI responsibly and for the long-term benefit of humanity. The frontier AI laboratory is preparing to enter public markets with …
Good morning, ladies and gentlemen. And thank you for joining us today for this public meeting of the Securities and Exchange Commission under the Government in the Sunshine Act.
We have three items on today’s agenda. First, the Commission will …
In a recent article, we argue that chapter 11 fundamentally changes the corporate-governance regime applicable to a business, but that courts and practitioners have largely failed to recognize the significance of that change. Although corporate law ordinarily is a …
On September 17, 2026, the U.S. Securities and Exchange Commission (“SEC”) issued an order (sometimes referred to as the “Innovation Exemption”) to address some questions on how to trade public company stock using distributed ledger technology – in other words, …