Sky Blog
Even where the business judgment rule does not apply in the first instance because its preconditions are not satisfied, Delaware corporate law allows the use of ex ante procedural protections to avoid ex post substantive judicial review. D. Gordon Smith …
Fiduciaries manage significant assets held in university endowments, pension funds, charitable foundations, and private trusts. These fiduciaries have a duty of loyalty to the purposes and beneficiaries they serve and must comply with the prudent investor standard in making investment …
On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al. (“Espinoza”)[1], held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through a vote …
In an important new article, Intermediary Influence, Columbia University Professor Kathryn Judge explores the persistence of high fees in the financial services sector, and attributes the costly phenomenon to political clout of financial intermediaries. Through a series of …
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored important protections for directors that had been weakened …
One of the most controversial issues in labor and employment law concerns how workers should be categorized in “on-demand” businesses that rely more on smartphone applications and internet connections than hierarchical supervision within traditional brick-and-mortar workplaces. For example, former drivers …
All partnerships will be audited at the entity level unless they have 100 or fewer partners and no partnerships as direct partners.
The two-year budget plan passed by Congress on October 30, 2015, and expected to be signed into law …
The Volcker Rule’s covered fund provisions have not received the attention they deserve. Like the more well-studied proprietary trading rule, the covered funds rule restricts bank investments in the name of limiting their risk-taking and mitigating their contribution to systemic …
At the outset, let me give the requisite reminder that the views I express today are my own and do not necessarily represent the views of the Commission or its staff.[1]
Today I thought I would speak about our path-breaking …
The last decade has seen a dramatic shift away from stock options and in favor of performance-based equity or “performance shares” in senior executive packages at large US public companies. Once accounting for over 60% of ex ante executive pay …
In case you are wondering – no, this is not about making the closing more festive, or planning for a champagne celebration after the closing.
As companies think about the timing of the closing, several key drivers are leading both …
In a move that could cost the EU up to 1.3 percent of its gross domestic product, according to the American Chamber of Commerce to the European Union, on Oct. 6 the European Court of Justice invalidated the 15-year old …
In the immediate aftermath of the global financial crisis, the G20 quickly turned its attention to reforming the vast ‘over-the-counter’ (OTC) derivatives markets. The statement issued after the G20’s September 2009 meeting included the declaration that ‘[a]ll standardized OTC derivatives …
On October 26, 2015, Institutional Shareholder Services Inc. (“ISS”) issued key proposed changes to its policies, inviting all interested parties to provide comment.[1] ISS will accept comments through November 9, 2015 at 6 p.m. Eastern Time. If adopted, ISS’s …
On October 22, 2015, the OCC, the Board of Governors of the US Federal Reserve System, the FDIC, the Farm Credit Administration and the Federal Housing Finance Agency (collectively, the “Agencies”) adopted (i) a joint final rule1 to establish …
Benefit corporations are a hot new innovation in corporate law. In just a few years over half of the states have adopted benefit corporation statutes, aiming to provide a form of business association adapted to social enterprises which blend profit-making …
The SEC settled charges with two investment advisers to a closed-end fund based on allegations that the advisers failed to adequately disclose a change in investment strategy to the fund’s board and its investors. The SEC also found that shareholder …