Sky Blog
Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for the 2015 proxy season. The updates address topics …
On November 12, 2014, in Halliburton, Inc. v. Admin. Review Bd., 5th Cir. No. 13-cv-60323, the Fifth Circuit affirmed an ARB’s decision that disclosing the identity of a whistleblower may constitute an “adverse action” under Section 806 of SOX. …
About two months ago, this columnist was asked to prepare a short report to the SEC’s Investor Advisory Committee on the then still largely unnoticed trend toward bylaw and charter provisions that imposed some form of a “loser pays” rule …
A final credit risk retention rule was recently issued with respect to asset-backed securities (ABS) by the prudential bank regulators (the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of …
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in New York, N.Y., at the the 15th Annual A.A. Sommer Jr. Lecture on Corporate, Securities and Financial Law at Fordham Law School. …
On October 21, 2014, the Securities and Exchange Commission (SEC) approved the rules proposed earlier this year by the Public Company Accounting Oversight Board (the PCAOB).
In June 2014, the PCAOB adopted a new auditing standard, Auditing Standard No. 18, …
On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending that result, when …
The following post comes to us from Amy J. Sepinwall, Assistant Professor of Legal Studies and Business Ethics at The Wharton School, University of Pennsylvania. It is based on her recent article, “Corporate Piety and Impropriety: Hobby Lobby’s Extension of …
On October 31st, the Basel Committee on Banking Supervision (BCBS) issued its final Net Stable Funding Ratio (NSFR), which was originally introduced by BCBS in 2010 and re-proposed in January 2014. The NSFR compares the amount of a firm’s available …
In response to a string of publicly disclosed cyberattacks against financial institutions in recent months, New York and federal regulators are pushing the financial sector to better protect itself and, notably, are seeking additional information about banks’ cybersecurity efforts. Benjamin …
In a much anticipated decision, New York’s highest court, the Court of Appeals, confirmed on October 23, 2014, that the so-called “separate entity” rule continues to exist as a vibrant doctrine in the State of New York. Under the separate …
The following post comes to us from Mohsen Manesh, Assistant Professor at the University of Oregon School of Law. It is based on his recent paper, “Nearing 30, Is Revlon Showing Its Age?,” which has been published in the Washington …
In an October 14, 2014 decision[1] on a motion to dismiss, the Delaware Court of Chancery (C Bouchard) held that business judgment review applied to breach of fiduciary duty claims asserted against directors in connection with a stock-for-stock sale …
The following post comes to us from Brandon L. Garrett, Professor of Law at the University of Virginia School of Law. It is based on his new book, Too Big to Jail: How Prosecutors Compromise with Corporations, which was …
The following post comes to us from Brian J. Broughman, Associate Professor of Law at the Indiana University Maurer School of Law, and Darian M. Ibrahim, Professor of Law at William & Mary Law School. It is based on their …
The following post comes to us from David M. Schizer, Dean Emeritus and the Harvey R. Miller Professor of Law and Economics at Columbia Law School. It is based on his recent paper, “Tax and Corporate Governance: The Influence of …
When can a corporation’s compliance program help stave off indictment? Or at least secure it more lenient treatment from the Department of Justice when resolving a case? DOJ has given fresh guidance on this issue for our clients, signaling what …
The following post comes to us from Eric L. Talley, The Rosalinde and Arthur Gilbert Foundation Professor of Law at the University of California, Berkeley, School of Law. It is based on a recent working paper, “Corporate Inversions and the …
FINRA is seeking comments on a proposed rule to implement the Comprehensive Automated Risk Data System (“CARDS”).[1] FINRA published a CARDS concept proposal on December 23, 2013 (the “Concept Proposal”),[2] to which it received approximately 800 comment letters.[3] According to …
The following post comes to us from Anthony Casey, Assistant Professor of Law at the University of Chicago Law School. It is based on his recent article, “The New Corporate Web: Tailored Entity Partitions and Creditors’ Selective Enforcement,” which is …