Sky Blog
In 1919, Massachusetts allowed manufacturing companies to let their employees nominate and elect directors. Those directors were to have the same rights and powers, and the same duties and responsibilities, as directors elected by stockholders. Employment could provide access to …
In securities fraud class actions, plaintiffs must prove that a stock was traded in an efficient market in order to invoke a presumption that—under the fraud-on-the-market theory articulated in Basic Inc. v. Levinson, 485 U.S. 224, 247 (1988)—issues of …
The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) seem to be racing each other to greenlight retail-facing financial products that are holographic images of stocks. Most of the focus has been around tokenized stocks …
On September 16, 2026, under Chairman Paul Atkins, the Securities and Exchange Commission published a statement on its proposals to rescind Rule 14a-8 and amend Rule 14a-4. It said the rescission would not end shareholder proposals, but that Congress …
On October 15, 2026, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued new and revised corporation finance interpretations (CFIs) guiding issuers on the use of Form S-8, the streamlined registration statement that registers the offer and sale …
The SEC promulgated the shareholder proposal rule, 14a-8, over 80 years ago, less than a decade after the Securities Exchange Act of 1934 was enacted. Shareholder proposals have become a major part of American corporate governance, advancing reforms such as …
When a company makes forward-looking statements about its business, federal law generally shields such prospective comments if they are coupled with meaningful cautionary language. As a result, “risk disclosures” have become ubiquitous, and companies rely on them to safely issue …
In a new article, we argue that business law’s division into separate disciplines obscures shared problems and generates unnecessary costs. Commercial, financial, bankruptcy, securities, and business-organization law developed largely independently, each responding to particular activities and historical circumstances. Yet …
Good afternoon, ladies and gentlemen. And thank you, Luisa [del Rosal], for your generous introduction. Of course, I should also like to thank the Economic Club of Dallas for having me today. Texas is a place where First Principles have …
On August 7, 2025, amid mounting scrutiny of Intel CEO Lip-Bu Tan’s investments in Chinese technology companies and his former firm’s export-control violations, President Trump posted that Tan was “highly CONFLICTED and must resign, immediately.” Within the week, Tan was …
The Hong Kong Securities and Futures Commission (SFC) recently has acknowledged improvements in sponsor work since its circular in January identifying deficiencies, but warns that what it describes as dubious arrangements to inflate IPO demand continue to be a serious …
For decades, the Foreign Corrupt Practices Act (FCPA) has been the gold standard for corporate anti-bribery compliance around the world. But recent changes in the United States’ enforcement policy and a line of Supreme Court decisions narrowing the federal corruption …
On October 15, 2026, the Retire Through Ownership Act was signed into law, amending the Employee Retirement Income Security Act of 1974 (ERISA) to provide protection to fiduciaries of employee stock ownership plans (ESOPs) who rely on independent valuations of …
Since the 2008 financial crisis, bank regulation has grown at a remarkable pace. Yet much of it has treated only the symptoms of issues like excessive risk. In a recent paper, I address a mismatch in systemically important banks …
For decades, the annual meeting ran through the same cast of middlemen. Under Rule 14a-8,[1] companies generally had to put shareholder proposals in their proxy statements for a vote, unless a proposal fit into one of the Rule’s built-in …
Coercive, non-pro rata debt restructurings—widely known as “liability management exercises” (LMEs), just like their pro rata siblings—have become a central tool for distressed borrowers. Proponents of the non-pro rata restructuring often argue that it gives the company time to turn …
Key Takeaways:
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 …