K&L Gates Discusses Tax-Free Cryptocurrency Transactions and Reporting Obligations

By Elizabeth Crouse, Mary Burke Baker, Rob Crea, Claire White and Rachel Trickett October 16, 2017 by charlesbluesky

As cryptocurrencies such as Bitcoin and Ethereum become more prevalent in investment circles
and acceptable for commercial transactions, the United States Internal Revenue Service (“IRS”)
has said little other than to label “virtual currencies” as property and state that transactions…

Is It Time to Retire Securities Act Form S-8?

By Keith F. Higgins October 13, 2017 by renholding

Every securities lawyer knows that offers and sales of securities must either be registered under the Securities Act of 1933 (Securities Act) or made pursuant to an applicable exemption. This rule is so fundamental that we often neglect to think …

The Case for Speeding the Merger Process

By Matteo Gatti October 12, 2017 by renholding

Corporate planners and practitioners know well that it takes quite a long time to close a long-form merger, with the shareholder approval requirement accounting for the bulk of the delay in almost half of such mergers. But we have not …

SEC Chair Clayton Speaks at Open Meeting on Reg S-K Reform

By Jay Clayton October 12, 2017 by renholding

Good morning. This is an open meeting of the United States Securities and Exchange Commission on October 11, 2017 under the Government in the Sunshine Act.

This also marks my first open meeting as Chairman. I am delighted that today

…

Corporations’ Duty to Promote Human Rights Includes Fighting Corruption

By David Hess October 11, 2017 by renholding

In the last two decades, anti-corruption has become a global norm, as the OECD and the United Nations have made clear in adopting anti-corruption conventions. As a result, combatting corruption in international business has joined upholding human and labor rights …

Arnold & Porter Discusses Risks for Compensation Committee Members

By David F. Freeman, Jr., Robert C. Azarow, Kathleen Wechter, Michael A. Mancusi, Eleni Zanias and Kevin M. Toomey October 11, 2017 by charlesbluesky

The Office of the Comptroller of the Currency (OCC) recently took an enforcement action in the form of a consent order against a bank director that serves as a cautionary tale for the banking industry. The consent order, agreed to …

Corporate Governance Beyond Economics

By Elizabeth Pollman October 10, 2017 by renholding

Corporate law and governance are complex and continually changing. Yet, broadly speaking, throughout the 20^th century corporate law developed with a focus on the allocation of power between shareholders and boards of directors. And, notwithstanding significant ambiguity and dissent, …

Latham Offers Three Lessons from DOJ Lawsuit to Unwind Merger

By Joshua Holian, Farrell Malone, Karen Silverman, Michael Egge and Lawrence Buterman October 10, 2017 by renholding

On September 26, 2017, the US Department of Justice’s Antitrust Division (DOJ) sued to unwind Parker-Hannifin Corporation’s (Parker’s) consummated acquisition of CLARCOR Inc. (CLARCOR) on the ground the transaction created a monopoly in the US market for aviation fuel filtration …

How General Counsel Are Becoming More Essential in the C-Suite

By Michael W. Peregrine October 9, 2017 by renholding

As organizations continue to evolve and grow, so too does the role of the general counsel. Recent, diverse developments underscore how general counsel are no longer just corporate lawyers but also essential executive officers.

These developments include the emergence and …

Davis Polk Explains How New Revenue Recognition Rules May Slow 2018 Offerings

By Alan F. Denenberg, Joseph A. Hall, Michael Kaplan, Sarah K. Solum and Richard D. Truesdell, Jr. October 9, 2017 by renholding

New revenue recognition rules (ASC 606 and IFRS 15) are required to be adopted by most public companies starting January 1, 2018 and most private companies starting January 1, 2019. These changes are widely regarded as some of the most …

Paul Weiss Discusses Screening of Foreign Investments in EU

By David K. Lakhdhir and Anna L. Christie October 6, 2017 by renholding

On September 13, 2017, the European Commission issued a proposed Regulation establishing a framework for screening foreign investments into the European Union.[1] The Commission also issued an explanatory memorandum and a communication to the European Parliament and other relevant …

Takeover Threats, Job Security Concerns, and Earnings Management

By Edward Sul October 5, 2017 by renholding

The market for corporate control is widely regarded, at least theoretically, as an important corporate governance mechanism for aligning the interests of managers and shareholders of a firm. A healthy takeover market can also help countries attract domestic and foreign …

How Nonvoting Shares Can Help Promote Efficient Corporate Governance

By Dorothy Shapiro Lund October 4, 2017 by renholding

Companies that go public with multiple classes of shares will be excluded from the major U.S. stock indexes of S&P Dow Jones Indices, the organization announced in July. A few days earlier, FTSE Russell said it would bar dual-class companies …

The Road to Repeal of the Glass-Steagall Act

By Arthur E. Wilmarth, Jr. October 3, 2017 by renholding

The financial crisis of 2007-2009 caused the most severe global economic downturn since the Great Depression. The recent crisis has generated renewed interest in the Glass-Steagall Banking Act of 1933, which Congress adopted in response to the collapse of the …

Akin Gump Discusses Uptick in CFIUS Review Activity

By Tatman Savio, Kevin Wolf, Christian Davis and Thor Petersen October 3, 2017 by Carly Goeman

On September 19, 2017, the Committee on Foreign Investment in the United States (CFIUS or the “Committee”) released its annual report (“Report”) to Congress. One day later, CFIUS also released more limited data on foreign investment activity in 2016 (the …

Opting Out of Fiduciary Duties and Liabilities in U.S. and U.K. Business Entities

By Christopher M. Bruner October 2, 2017 by renholding

The degree to which business participants ought to be free to limit or eliminate fiduciary duties and associated liabilities remains a hotly contested matter in many jurisdictions. In a new chapter forthcoming in Edward Elgar’s Research Handbook on Fiduciary Law…

K&L Gates Discusses Tax-Free Cryptocurrency Transactions and Reporting Rules

By Elizabeth Crouse, Rachel Trickett, Mary Burke Baker, Rob Crea and Claire White October 2, 2017 by renholding

As cryptocurrencies such as Bitcoin and Ethereum become more prevalent in investment circles and acceptable for commercial transactions, the United States Internal Revenue Service (“IRS”) has said little other than to label “virtual currencies” as property and state …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

October 2017