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Happy Holidays
The Blue Sky Blog will be quiet for the next week, but we will be back, better than ever, for the New Year. Happy Holidays.…
December 2016
PwC Offers 10 Key Points on SEC’s Consolidated Audit Trail Plan
On November 15, 2016, the Securities and Exchange Commission (SEC) approved a plan to establish a Consolidated Audit Trail (CAT), which will contain a complete record of all equities and options traded in the U.S.[1] The plan will require …
How Antitakeover Legislation Affects Accounting
In common law countries such as the U.S., corporate governance aims primarily to protect shareholders from managers’ self-dealing. Post-Enron reforms such as the Sarbanes-Oxley Act of 2002 and various Securities and Exchange Commission rules are examples of this shareholder-oriented approach. …
Gibson Dunn Discusses Antitrust in the Trump Administration
It is too early to predict with confidence the direction that antitrust policy will take in the Trump Administration, because the President-elect has not yet announced who will lead the Antitrust Division of the Department of Justice (“DOJ”) or the …
Debevoise & Plimpton Explores the Outlook for Financial Reform Under Trump
Many expect Donald Trump’s inauguration as U.S. president and Republican majorities in both houses of the U.S. Congress will result in a revised financial regulatory framework. Preliminary indications from the Trump transition team have signaled substantial changes may be in …
Kirkland & Ellis Discusses President Obama Blocking a Chinese Takeover of a German Semiconductor Company
On December 2, 2016, President Obama issued an executive order (the “Order”) blocking the proposed acquisition of German semiconductor manufacturer Aixtron SE’s (“Aixtron”) U.S. business (“Aixtron U.S.”) by a group of Chinese investors led by Fujian Grand Chip Investment Fund …
Beyond Stakeholder Options in Bankruptcy
Much of the debate in bankruptcy scholarship today centers on the extent to which the law protects stakeholder options. In a new paper, “Beyond Options,” we argue that this focus is misplaced. Protecting options is neither necessary nor sufficient for …
Latham & Watkins Discusses How DOJ Credits Self-Disclosure of Export Controls and Sanctions Violations
The National Security Division (NSD) of the U.S. Department of Justice (DOJ) recently issued “Guidance Regarding Voluntary Self-Disclosures, Cooperation, and Remediation in Export Control and Sanctions Investigations Involving Business Organizations” (the Guidance). The Guidance articulates NSD’s policy for granting credit …
Skadden Discusses Delaware Courts’ M&A Appraisal Valuation Methods
There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price minus synergies …
Paul Weiss Offers M&A at a Glance for November
After the spike in activity due to megadeals in October, M&A activity returned in November to more normalized levels both in deal volume and number of deals. Total deal volume in the U.S. and globally declined in November 2016, by …
Making Sense of Corporate Governance in U.S. Firms
Corporate governance has become even more important since the collapse of major firms in the 1990s and the global financial crisis of 2007-2008, and the relationship between financial reporting and the capital markets is a big reason why. The debate …
Davis Polk Discusses FTC and DOJ Antitrust Guidance for Employers
On October 20, 2016, the Federal Trade Commission (“FTC”) and Department of Justice: Antitrust Division (“DOJ”) jointly issued antitrust law guidance for human resource professionals (the “Guide”).[1] These agencies are placing renewed interest on the way firms compete to …
Adventures in Sovereign Debt: Enforcing Russia’s Loan to Ukraine
In December 2015, Ukraine defaulted on a $3 billion loan made two years previously by the Russian government. Governments lend to one another all the time, but this loan was extraordinary, and so were the events that followed in its …
Sullivan & Cromwell Reviews and Analyzes 2016 U.S. Shareholder Activism
Shareholder activism remains a major force in corporate decision-making in 2016 but is increasingly operating in an environment of robust, multi-faceted shareholder engagement, particularly at large companies. The time and effort that companies and institutional investors have spent developing a …
Salman Insider-Trading Case a Hollow Win for Prosecutors
The dominant narrative about Salman v. United States, the first insider trading case decided by the U.S. Supreme Court in almost 20 years, is that it was a big win for federal prosecutors. That is only part of the story.…
Shearman & Sterling Examines the Changing Fiduciary Duty Landscape in a Trump Presidency
The fiduciary standards for institutions and individuals providing investment advice throughout the retail investment and municipal securities markets are currently undergoing significant change. Following on the heels of the issuance of a final Department of Labor (the “DOL”) fiduciary rule …
Corporate Culture: Evidence from the Field
Why do some firms generate great wealth for investors and offer innovative solutions to problems, while seemingly similar firms are much less successful? Why do employees at some firms repeatedly act unethically, shocking their leaders with scandals, while seemingly similar …
Skadden Analyzes Two Important Deal Litigation Cases from Delaware Chancery
In In re Chelsea Therapeutics International LTD Stockholders Litigation, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed claims that Chelsea Therapeutics International Ltd.’s (Chelsea) board of directors acted in bad faith by selling Chelsea to …
The Case Against Repealing Title II of the Dodd-Frank Act
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) represents a singular development in U.S. resolution law. It provides a new regime, the so-called Orderly Liquidation Authority, for use in the event that a …
Proskauer Rose Discusses the Potential for Tax Reform in 2017
In the U.S. general election held on November 8, 2016, Donald J. Trump was elected to become the 45th President of the United States. Republicans also retained their majorities in both the U.S. House of Representatives and the U.S. …