Sky Blog
Latham & Watkins LLP has prepared a comprehensive report, “The JOBS Act After One Year: A Review of the New IPO Playbook.” The report focuses on Title I of the JOBS Act, which changed the initial public offering …
This is the season for report cards and grades. The securities laws are enforced by the plaintiff’s bar and the SEC. How well are they doing? What grades do they deserve?
I. Private Enforcement
In terms of private litigation, 2012 …
This Tuesday, May 21, shareholders at JP Morgan Chase & Co. (“JPMorgan”) will vote on whether the bank should separate the roles of chairman and CEO. Currently, Jamie Dimon holds both titles. The impending vote is not binding on the …
The Basel Committee on Banking Supervision (the “Basel Committee”), in consultation with the Committee on Payment and Settlement Systems, recently published a final document concerning supervisory monitoring tools for intraday liquidity management (the “Intraday Liquidity Document”).
The Intraday Liquidity Document …
As annual meeting season approaches, so too does the first deadline for companies listed on the NASDAQ Stock Market (Nasdaq) to comply with amended compensation committee rules. Traditionally, evaluation of director independence of Nasdaq-listed companies differed for purposes of serving …
The following post comes from Professor Jeff Schwartz of the University of Utah S.J. Quinney College of Law:
The influential SEC Advisory Committee on Small and Emerging Companies recently approved a new set of recommendations. The boldest among them is …
The following speech was delivered by Commissioner Aguilar on April 16, 2013 to the North American Securities Administrators Association (“NASAA”), Annual NASAA/SEC 19(d) Conference in Washington D.C.
Good morning. Thank you for inviting me to deliver the opening remarks of …
China now has the second-largest number of Fortune Global 500 companies in the world. Most of the Chinese companies on the list are state-owned enterprises (sometimes called “SOEs”) organized into massive corporate groups with a central government agency as their …
This year, the practice of activist hedge funds engaged in proxy contests offering special compensation schemes to their dissident director nominees has increased and become even more egregious. While the terms of these schemes vary, the general thrust is that, …
The following post comes to us from Professor Mariana Pargendler of the Fundação Getulio Vargas School of Law at São Paulo, Brazil.
Despite prior waves of privatization, state-owned enterprises (SOEs) remain a fixture of the variety of capitalism embraced by …
The Institute For The Fiduciary Standard, a non-profit organization based in Washington, D.C., has created a prize—to be known as the Tamar Frankel Fiduciary Prize—which will be awarded annually to a person who has made a “significant contribution to the …
The comment period has now closed on the controversial proposed rule (FBO Proposal) of the Board of Governors of the Federal Reserve System (Board) implementing Sections 165 and 166 of the Dodd-Frank Act (Dodd-Frank) for foreign banking organizations (FBOs) and …
On May 1, Davis Polk & Wardwell LLP released its May 2013 Dodd-Frank Progress Report, which can be found here. Davis Polk issues these Progress Reports monthly to update the market on the progress of the rulemaking required under …
Equity ownership in the United States no longer reflects the dispersed share ownership of the canonical Berle-Means firm. Instead, in our new working paper, The Agency Costs of Agency Capital: Activist Investors and the Revaluation of Governance Rights, Ron …
Delaware appears almost certain to adopt changes that would become effective August 1 to the Delaware General Corporation Law (DGCL) which would change the process for back-end mergers after a tender offer closes.
Under this change, a Buyer of over …
In our new paper, The Present and Future of Corporate Governance: Re-Examining the Role of the Board of Directors and Investor Relations in Listed Companies, forthcoming in the European Company and Financial Law Review, we contribute a new …
In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have aggressively investigated and enforced both the anti-bribery and accounting provisions of the Foreign Corrupt Practices Act (FCPA). Many of these matters have been the …
The “European Market Infrastructure Regulation,” known as EMIR, was adopted on July 4, 2012, as the Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (EU 648/2012), and took effect in all EU Member States on August 16, 2012. As …
This is the heyday of institutional investor activism in proxy contests. Insurgents are running more slates and targeting larger companies. They are also enjoying a higher rate of success: 66% of proxy contexts this year have been at least partially …
Earlier this week, the SEC announced that it had entered into a non-prosecution agreement (NPA) with Ralph Lauren Corporation to resolve an investigation under the Foreign Corrupt Practices Act (FCPA). While the Department of Justice also announced that it had …