Sky Blog
Ask whether a shareholder may submit a proposal to a U.S. corporation, examine the corporation’s records, or file a derivative suit, and the accurate answer is now another question: How much stock does the shareholder own? In a new article…
In an important decision interpreting the new Section 144 of the Delaware General Corporation Law—added by the adoption of SB 21 in 2025—the Court of Chancery last week preliminarily enjoined a proposed recapitalization of Cloudflare, Inc. designed to preserve founder …
In a new paper considering the two leading theories of corporate governance, shareholder theory and stakeholder theory, I argue that stakeholder theory is fatally flawed. Stakeholder theory holds that, in making business decisions, directors should consider the interests of …
On October 1, 2026, Colin M. McDonald, Assistant Attorney General of the National Fraud Enforcement Division (the “Fraud Division”) of the U.S. Department of Justice, issued Directive 26-12, titled “Corporate Enforcement in the Fight Against Fraud,” addressed to all Fraud …
The European Union’s Omnibus I Directive is the first stage of the European Commission’s sustainable finance simplification agenda. In a forthcoming article, I argue that it reveals a structural feature of that framework: Sustainability, simplification, and harmonization cannot be …
On July 20, 2026, a United States appeals court unanimously overturned certification of a securities class action against The Boeing Company (Boeing), holding that plaintiffs must establish a workable, class-wide methodology for calculating damages at the certification stage. Boeing underscores …
Prediction markets have exploded in popularity, transforming from academic curiosities into multibillion-dollar, consumer-facing platforms that facilitate trading on politics, sports, geopolitics, and even clinical-trial outcomes and FDA approvals. To date, attention has largely been focused on whether prediction markets should …
It’s probably safe to say that the Federal Reserve is the most closely studied central bank in the world. Scholars have written at length about its monetary policy, its balance sheet, and its governance and independence. But far less attention …
On September 24, 2026, the Board of Governors of the Federal Reserve System (Board) issued two companion notices of proposed rulemaking to implement its responsibilities under the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act or Act).…
How much should someone pay to use another person’s property without permission? The question sounds like a law school hypothetical (ok, it already is one), but it is anything but hypothetical in several real-world licensing markets. Music streaming, natural gas …
When a corporation cancels your shares in a cash-out merger you did not support, it is exercising a form of governmental power. Your personal property is taken without your consent through a legislative act, and you are handed a check …
On September 17, 2026, two days after the Clarity Act failed to advance in the U.S. Senate, the Securities and Exchange Commission issued a highly question-begging and likely illegal “Order” granting five-year conditional exemptions from the definitions of exchange and …
On October 7, 2026, the U.S. Department of the Treasury (“Treasury”) announced its first civil penalty under the Outbound Investment Security Program (the “OISP”). Treasury fined Amidi, LLC (“Amidi”) $200,000 for failing to notify Treasury of an investment that Amidi’s …
How does stronger securities enforcement affect stock prices? The conventional wisdom is that it deters fraud, improves disclosure, and lowers the cost of raising outside capital, so shareholders should welcome it. The most relevant evidence supports that view. When the …
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework …
There are four forms of corporate bad faith: intentional misconduct, knowing violation of law (Massey), violation of the duty of oversight (Caremark), and corporate waste. Each is a distinct theory of the case in a cause …
On September 30, 2026, the U.S. Securities and Exchange Commission (the SEC) issued two proposing releases that could significantly expand retail access to private market strategies through regulated fund structures. The first proposed rulemaking would permit advisers to registered investment …
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 …