March 2017
Kirkland & Ellis Discusses the Trump Administration’s National Trade Policy Agenda
On March 1, 2017, the Office of the U.S. Trade Representative (“USTR”) released its National Trade Policy Agenda for 2017 (“Trade Agenda”) describing the President’s trade policy objectives. The Trade Agenda is consistent with President Trump’s campaign promises to fundamentally …
What Matters in Governance?
In the past 20 years, many corporate law scholars have come to the view that governance arrangements protecting incumbents from removal are what really matter for firm value, arguing that such arrangements help entrench managers and harm shareholders. A major …
Arnold & Porter Discusses Data Protection in the EU
2017 has started with a bang on the data protection front. The new EU General Data Protection Regulation (GDPR) which is intended to harmonise data protection legislation across the EU, was adopted in April last year and is due to …
How a “Comply or Explain” Rule Would Improve Nonfinancial Disclosure
In 2016, the Securities and Exchange Commission (SEC) issued a Concept Release on Regulation S-K as part of its comprehensive review of the effectiveness of federal disclosure rules. The release included for the first time a request for comment on …
Blue Sky Banter: Lynn LoPucki on Corporate Charter Competition
Professor Lynn LoPucki of UCLA School of Law speaks with Reynolds Holding about the competition among states for corporate charters. Many people assume that the game is over and Delaware — the corporate home of more than half of U.S. …
How Creditors Affect Resource Allocation at Firms in Technical Default
A central topic in financial economics is how the allocation of cash flow and control rights among providers of corporate finance should evolve with firm performance. Theoretically, allowing for a transfer of control to creditors when a firm is in …
Acting Chair Piwowar Talks Disclosure Before SEC Investor Advisory Committee
Good morning, and welcome to the first Investor Advisory Committee (IAC) meeting of 2017.
I see several familiar faces here today. On behalf of all of us here at the Commission, I would like to extend our thanks to the
How Impact Investing Threatens Corporate Governance
There is a certain immediate attractiveness associated with the idea of impact investing. The objectives of many impact investors are in some ways similar to those of many critics of capitalist societies: both groups want to contribute to the achievement …
Skadden Discusses Section 16 Settlements
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or sale (or sale and purchase) of the …
Corporate Charter Competition
In an article to be published in the Minnesota Law Review, I use systems-strategic analysis to explore the role of charter competition in corporate law. A systems-strategic analysis begins by identifying a law-related system for study, then describes how the …
Paul Weiss Describes Recent SEC Disclosure Developments
On March 1, 2017, the Securities and Exchange Commission (“SEC”) issued a notice and request for comment, together with proposed and final rules intended to update certain disclosure requirements:
- Hyperlinks to Exhibits in SEC Filings. The SEC adopted
Making a Market for Corporate Disclosure
Mandatory disclosure sits at the foundation of modern securities regulation. Public companies must produce and share a wide variety of information about their condition and prospects, and they must do so on their own dime.
There can be little doubt …
Shearman & Sterling Discusses the Cleansing Effect of Stockholder Ratification
It has long been a policy of corporate law1 that the informed business decisions of independent and disinterested directors are protected by the presumption of the business judgment rule.2 Courts are reluctant to second-guess decisions that are made …
Regulation Crowdfunding: A Viable Capital-Raising Method for Tech Companies?
Crowdfunding is an exciting development that uses the power of the internet to allow entrepreneurs and startups to efficiently raise financing from a large number of people who each contribute a small amount of money. It breaks with the past …
Skadden Discusses DOJ Leniency Program Updates
The Department of Justice (DOJ or Department) released updated guidance on the Antitrust Division’s Leniency Program, on January 17, 2017.1 The Leniency Program allows corporations and individuals who self-report their cartel activity and cooperate in the Antitrust Division’s (Division) …
Paul Weiss Discusses an FTC Study on Merger Remedies
On February 3, 2017, the Federal Trade Commission (“FTC”) released a report on an internal staff study examining the success of the Commission’s merger remedies from 2006 to 2012.[1] The report, which also focuses on the remedy process more …
Cleary Gottlieb Offers Advice on Responding to a Social Media Attack
President Trump has repeatedly used his Twitter account to single out companies for criticism of their business practices, raising the question for a broad range of public companies of how to prepare for and potentially respond to such criticism. Of …
Do Creditors Actively Influence Corporate Tax Planning?
In our recent paper, we provide strong empirical evidence that banks play an active role in shaping borrowers’ tax planning. Our evidence is drawn from a comprehensive analysis of the impact of debt covenant violations on corporate tax avoidance.
Covenants …
Skadden Discusses How Trump’s Focus on Deregulation Could Shape SEC Priorities in 2017
In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American businesses, and restore oversight of the …