Sky Blog
In an article just published in the Delaware Journal of Corporate Law, I argue that Delaware’s implied-consent-to-jurisdiction statute is unconstitutional. That statute, Section 3114, is routinely invoked to assert personal jurisdiction over virtually every nonresident director and officer defendant in …
If Aesop were still in the fable-writing business, and he had been watching the last three years of Dodd-Frank Act rulemaking, we would probably be reading the Snail and the Tortoise to our kids. In this issue of Dodd-Frank at …
You may be surprised to learn that municipal bond issuers are not required to disclose bank borrowings. I’ve heard numerous estimates that such issuers have outstanding bank borrowings in the $200 to $300 billion range, which would amount to approximately
The Securities and Exchange Commission yesterday voted unanimously to propose rules to reform the money market fund industry. The overall goal is to make money market funds less susceptible to runs.
According to the SEC’s press release, “[t]he SEC’s proposal …
The recently issued annual report of the Financial Stability Oversight Council (“FSOC” or “Council”) indicates that the members continue to review the major unfinished business of financial regulatory reform and ramp up the process by which they determine where to …
The Securities and Exchange Commission has opened what the Washington Post calls a “new front” in its “escalating … crackdown on insider trading.” At the center of this new front are entities that trade securities based on government information. Unless …
This post comes to us from Professor John Morley, who is currently an associate professor of law at the University of Virginia School of Law. He will be joining the Yale Law School faculty as an associate professor this July. …
On June 3, Davis Polk & Wardwell LLP released its June 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 …
On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, …
The Delaware Court of Chancery this week held that the use of both an independent special committee and a majority-of-the-minority vote condition in a go-private merger between a controlled company and its controlling stockholder will result in application of the …
The CLS Blue Sky Blog presents its first installment of our new series, entitled “The Marketplace of Ideas.” The intent is to present different perspectives on the same subject by two or more authors.
Today, Professor John C. Coffee, Jr. …
In a free-swinging and provocative attack, Brandon Gold, a graduating Harvard Law School student, argues (1) that third party bonuses, paid by hedge funds or others soliciting proxies, to their director nominees are acceptable and even desirable, and (2) that …
The following post comes to us from Brandon S. Gold, a fellow in the Harvard Law School Program on Corporate Governance. Beginning in the Fall, Brandon will be an associate with Schulte Roth & Zabel LLP.
In a recent memorandum …
In a preliminary injunction opinion issued on May 21, 2013, the Delaware Court of Chancery (VC Glasscock) found that the board of directors of NetSpend Holdings Inc., comprised of four directors representing private equity-affiliated stockholders that owned over 45% of …
The following is an excerpt of a speech that Commissioner Walter gave on April 16, 2013 at the 2013 NASAA Public Policy Conference in Washington, D.C.1
As you are aware, the Dodd-Frank Act transferred oversight of mid-sized investment advisers …
In a recent essay forthcoming in the Delaware Journal of Corporate Law (available on SSRN), we argue that the current controversy over “Don’t Ask, Don’t Waive” standstills in M&A practice highlights the need to apply mechanism design to …
A divided Supreme Court ruled 5 to 4 [in the last week of March] that certification of an antitrust class action was not proper because plaintiffs failed to establish that damages caused by actionable antitrust injury were capable of measurement …
The following post comes to us from David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm. The views expressed are the authors’ and do not necessarily represent the …
The following comes to us from Charles M. Horn, a partner at Morrison & Foerster LLP.
The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act,” or “Dodd-Frank”) in 2010 was a watershed moment in the …
The following is a speech delivered by Chairman Mary Jo White at the Investment Company Institute General Membership Meeting on May 1, 2013.
It is truly an honor to be here at the ICI, and to be here as – …