Columbia Law School
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Happy Holidays
The Blue Sky Blog will be quiet for the next week but back, better than ever and with new features, for the New Year. Happy Holidays.…
December 2017
How Effective Is the SEC in Identifying Financial Reporting Errors?
The Securities and Exchange Commission (SEC) Division of Corporate Finance (DCF) reviews and regulates information in public filings to “deter fraud and facilitate investor access to information necessary to make informed investment decisions.”
Commentators criticize the SEC for …
How Preliminary Examiners Could Improve Corporate Governance for Companies in Bankruptcy
In my article Chapter 11, Corporate Governance and the Role of Examiners, I propose a possible solution to corporate governance problems caused by the debtor-in-possession model of Chapter 11 bankruptcy proceedings.
Agency and Law Enforcement Problems in Chapter 11
…Who Falls Prey to the Wolf of Wall Street?
“Seniors [are] particularly vulnerable to investment scams” read one headline. “We are taking further steps to find and eliminate from our system pump-and-dump scammers, those who prey on retirees,” noted Jay Clayton, chairman of the Securities …
Skadden Discusses CFTC Regulatory Issues for Cryptocurrencies
Digital or virtual currencies based on cryptography (commonly referred to as ‘‘cryptocurrencies’’) have picked up steam, with a surge in trading and dramatic increase in market value over the past year, and have attracted interest from mainstream finance and regulators
Does Shareholder Protection Drive Development of Stock Markets?
Does the quality of legal and other institutions make a difference to economic development and growth? In their very well-known studies of the relation between law and finance, Andrei Shleifer and his collaborators (in particular Rafael La Porta and Simeon …
King & Spalding Discusses ISS Voting Policies for 2018
On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:
- to respond to recurring patterns of excessive non-employee director
Appraisal Apprisal: Dell v. Magnetar
Paul Weiss Offers M&A at a Glance for November 2017
In U.S. and global M&A activity for November 2017, total deal volume by dollar value increased to a 12-month high, while the total number of deals decreased to a 12-month low. In the U.S., deal volume increased by 179.0% to …
How Five Jurisdictions Enforce Financial Market Manipulation and Insider Trading Laws
Insider trading and market manipulation — two of the most high-profile categories of financial misconduct — have resulted in several major cases, and significant sanctions in recent years. Our recent article examines the type, frequency, and severity of sanctions imposed …
Skadden Discusses Trends in M&A Disclosure Litigation
Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly material” standard — and expressed a …
How Corporate Social Responsibility Affects Audit Fees
The past two decades have witnessed a dramatic increase in firms’ engagement with Corporate Social Responsibility (CSR) in response to the needs and expectations of a wide range of stakeholders. CSR practices can be understood as voluntary steps to improve …
Appraisal Arbitrage and Shareholder Value
Sheppard Mullin Discusses SEC’s Streamlined Enforcement Agenda
One of the most eye-catching items in the recently released 2017 Annual Report of the Enforcement Division of the Securities and Exchange Commission (SEC or the Commission) is the significant decline in enforcement activity from 2017. The report, issued on …
Are CEOs a Dime a Dozen or Worth Their Weight in Gold?
In recent years, there has been considerable criticism of the amount of money that CEOs earn to run the largest U.S. companies. Governance researchers have expended considerable resources examining executive compensation in an effort to determine whether pay levels are …
Gibson Dunn Discusses Proxy Policy Updates and Action Items for 2018 Annual Meeting
The two most influential proxy advisory firms—Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”)—recently released their updated proxy voting guidelines for 2018. The key changes to the ISS and Glass Lewis policies are described below along with …
How to Punish a Corporation
Start a conversation with a skeptic about the utility of corporate criminal law, and you soon come to an impasse: What could it possibly mean to punish a collective, fictional person? Good responses to this question have been hard to …
SEC Chair Talks Cryptocurrencies and Initial Coin Offerings
The world’s social media platforms and financial markets are abuzz about cryptocurrencies and “initial coin offerings” (ICOs). There are tales of fortunes made and dreamed to be made. We are hearing the familiar refrain, “this time is different.”…
Why Corporate Tax Residence Is a Myth
Corporate inversions have captured the imagination of the public and the popular press as well as that of the academic community. The idea is that a little paperwork can convert a U.S. corporation (which pays tax on its worldwide income) …
Davis Polk Discusses Solicitor General’s Change of Heart on SEC Judges
On November 29, 2017, the Solicitor General filed a brief in the Supreme Court on behalf of the Securities and Exchange Commission (“SEC”) reversing the agency’s position and arguing that SEC administrative law judges (“ALJs”) have been unconstitutionally appointed to …