Sky Blog
The following comes to us from special counsel Assia Damianova and partner Nick Shiren of Cadwalader, Wickersham & Taft LLP in London.
On 17 July 2013, the European Securities and Markets Authority (“ESMA”) published a consultation paper (the “Consultation Paper”)1 …
The following is a joint press release from six federal agencies on the revised credit risk retention rule, available here.
Six federal agencies on Wednesday issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain …
Professor David Larcker is Morgan Stanley Director of the Center for Leadership Development and Research at the Stanford Graduate School of Business. Brian Tayan is a researcher in the center. They are co-authors of the book A Real Look at …
In the paper, Does the Director Election System Matter? Evidence from Majority Voting, which was recently made publicly available on SSRN, my co-authors (Yonca Ertimur from the University of Colorado at Boulder and David Oesch from the University of …
The SEC’s non-GAAP rules are set forth in Regulation G and in Item 10 of Regulation S-K, with the form of the disclosure driving which provision applies. Regulation G, the less restrictive of the two provisions, applies to all public …
Shareholders have long complained that top executives are overpaid by corporate directors irrespective of their performance. Largely powerless to stop these practices, in 2002, they prevailed upon the U.K. Parliament to adopt legislation requiring public companies to permit their shareholders …
Charles Michael is a partner at Brune & Richard LLP in New York and is the editor of the SDNY Blog, available here.
In an opinion Monday, Judge Jed Rakoff of the U.S. District Court for the Southern …
The facts surrounding Bernie Madoff’s unprecedented fraud are well-known. Through a Ponzi scheme, he stole untold billions over decades.[2] What is not as well-appreciated is that during the vast majority of this time, he operated solely as a registered …
The SEC’s Division of Corporation Finance posted an updated Financial Reporting Manual on the SEC’s website on July 16. The Manual contains a number of substantive updates to the Staff’s guidance on real estate acquisitions, including regarding the application of …
On July 10, 2013, the Securities and Exchange Commission took action on three proposals relating to private offerings:
The following comes to us from Mohsen Manesh, an Assistant Professor at the University of Oregon School of Law.
In the recently published The Geography of Revlon-Land,[1] Professor Stephen Bainbridge attempts to crisply delineate the boundaries …
Effective July 16, 2013, the Federal Reserve Banks’ Operating Circular No. 10 (“OC-10”) has been amended to include a new appendix entitledProhibition Against Federal Assistance to Any Swaps Entity (“Appendix 6”). Appendix 6 is intended …
In my recent article, Public Governance, I develop a theory of public governance as a form of publicness by exploring corporate governance and decision making, and developing them with a more textured understanding of the nature of corporations and …
On June 20, 2013, the Supreme Court issued American Express v. Italian Colors Restaurant, a 5-3 opinion delivered by Justice Scalia reaffirming that federal courts must enforce arbitration agreements strictly according to their terms, including agreements containing class arbitration …
Federal District Court Expresses Skepticism That Dodd-Frank Extraterritorial
Jurisdiction Provision Overturns Morrison in Government Enforcement Actions
In a memo we wrote on the day the Dodd-Frank Act was signed into law, we discussed a provision in that law seemingly intended …
On July 22, 2013, the Alternative Investment Fund Managers Directive (“AIFMD”) is due to be implemented in every member state in the European Union. One of the most immediate areas where the AIFMD will have an impact on the activities …
The SEC’s new whistleblower bounty program promises financial rewards to eligible individuals who voluntarily provide the agency with original information about securities law violations, if that information leads to an enforcement action resulting in $1 million or more in sanctions. …
I am happy to announce that the Millstein Center for Global Markets and Corporate Ownership (“Millstein Center”) and the Investor Responsibility Research Center Institute (“IRRCI”) have initiated a joint effort to better understand the purpose, use and potential misuse of …
On July 12, 2013, the CFTC adopted long-anticipated final cross-border guidance (the “Final Guidance”) that provides guidelines for the application of the CFTC’s swap regulatory regime to cross-border swap activities. At the same time, the CFTC adopted a phase-in compliance
