Sky Blog
On September 24, 2015, the US Department of Justice (DOJ), the Bureau of Consumer Financial Protection (CFPB), and Hudson City Savings Bank (Bank) entered into a consent order which, if approved by the court, would settle allegations that the Bank …
A provision of the Dodd-Frank Act popularly known as the “swaps pushout rule” prohibited FDIC-insured banks from entering into certain types of swaps contracts. Congress recently reversed this provision, so that banks can continue trading in these swaps. The reversal …
How different is private equity from Berkshire Hathaway? The phrase “private equity” has a certain ring to it, suggesting providing shareholder capital to buy and hold businesses. In fact, most private equity firms use substantial debt to acquire companies, charge …
Our insider trading laws remind us of an old Churchill quote: It is a riddle, wrapped in a mystery, inside an enigma.[1] Insider trading laws have never defined what constitute illegal insider trading information. Yet, the statutory penalties for …
Over the last few years, hedge fund activism has received a great deal of coverage in financial media (and in the mainstream press), has triggered heated debates and been the focus of much academic research. Saviour of capitalism for some, …
SEC proposes modest amendments to AP process to enhance efficiency and address concerns regarding fairness.
In an effort to enhance the efficiency of its processes in administrative proceedings (APs) and bolster its argument that APs offer a fair forum for …
“If you only look at the big banks, you will be missing the forest for the trees,” said Hillary Clinton in the debate last night, responding to calls to break up the major banks. Corporate crime is a broader problem …
Transactional lawyers have been variously described as transaction-cost engineers, reputational intermediaries, and regulatory experts. In Law Firm Selection and the Value of Transactional Lawyering, I argue that, within elite law firms, transactional lawyers also serve to aggregate market information. …
The European Court of Justice (ECJ) followed the core of the Opinion of the Advocate General (AG) (see our Privacy Minute dated October 3, 2015) in Schrems v. Data Protection Commissioner (Case No. C-362/14).
Summary
In sum, the ECJ …
The question of fiduciary duties for brokers[1] has been a popular topic of late, especially since the Department of Labor suggested imposing fiduciary duties on brokers handling retirement products in February of 2015[2]. More recently, there was an uproar after …
Stock market prices and the market for corporate control are both crucial elements of the corporate governance matrix within which public companies operate. Share prices constitute highly visible signals of investor perceptions of corporate performance that provide cues for governance …
The Securities and Exchange Commission (SEC) has proposed a set of liquidity risk management requirements for registered open-end mutual funds and ETFs. The proposal is part of a broader SEC agenda to modernize the Investment Company Act of 1940 (’40 …
Although it seems seldom if ever remarked, there is a rich set of parallels between modern U.S. bank regulation, on the one hand, and what used to be garden variety American corporation law, on the other hand. Just as bank …
Effective September 28, 2015, the New York Stock Exchange (“NYSE” or “the Exchange”) amended Section 202.06 of its Listed Company Manual (the “Manual”) to:
Group bankruptcies tend to be large (e.g., Global Crossing, Maxwell, MG Rover, Parmalat) and affect a significant number of stakeholders. Business groups constitute a common way for ultimate owners to exercise control over a large number of companies while containing …
The U.S. Court of Appeals for the District of Columbia Circuit held that federal District Courts do not have subject-matter jurisdiction to entertain challenges to ongoing SEC administrative enforcement proceedings. A party to a pending administrative proceeding must defend against …
Accredited investors are eligible to participate in unregistered securities offerings such as private equity, venture capital and hedge fund private placements under the SEC’s Regulation D. Based on current SEC Rule 501, an individual investor is qualified as an accredited …
In an important ruling last week, the Delaware Supreme Court reaffirmed that control of Delaware companies lies in the boardroom and held that the deferential business judgment rule is the “appropriate standard of review for a post-closing damages action” when …
Thank you to the organizers and BIS for the opportunity to address this research conference on “Global Financial Interconnectedness.” The OFR was established to identify, monitor, and assess threats to financial stability, so improving our collective understanding of the interconnectedness …