Proxy Access and Optimal Standardization in Corporate Governance

By Reilly S. Steel January 31, 2018 by renholding

According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …

Wachtell Discusses What to Expect in White Collar and Regulatory Enforcement for 2018

By John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders, Jonathan M. Moses and Marshall L. Miller January 31, 2018 by renholding

In our memo last year, we acknowledged that it was close to impossible to predict the likely impact that the newly elected Trump administration would have on white-collar and regulatory enforcement. (White Collar and Regulatory Enforcement: What to Expect …

Using the M&A Market to Study Innovation Problems

By Matthew Jennejohn January 30, 2018 by renholding

In an economic environment where technological disruption and regulatory upheaval are the norm, understanding innovation processes is essential to aggregate economic growth and individual companies’ survival. As a result, how innovations are produced in a wide range of markets …

Ropes & Gray Discusses DOJ’s Plans for Indictments in No-Poach Investigations

By Michael G. McGovern, Jonathan S. Klarfeld and Alexandra Roth January 30, 2018 by renholding

Speaking at an antitrust conference on January 19, 2018, Makan Delrahim, the Assistant Attorney General for the Antitrust Division, stated that over the next few months DOJ will be announcing indictments charging criminal antitrust violations relating to no-poach agreements. DOJ’s …

What Happens When an Activist Goes on the Board?

By John C. Coffee, Jr. and Joshua R. Mitts January 29, 2018 by renholding

After over a year of work, which included the review of some 635,450 Form 8-Ks filed by 7,799 public companies from January 1, 2000, to September 30, 2016, we think we know at least one answer to the question in …

Clifford Chance on France’s Pioneering Blockchain Legal Framework for Unlisted Securities

By Frédérick Lacroix, Sébastien Praicheux and Pierre d'Ormesson January 29, 2018 by Carly Goeman

While blockchain, legally referred to as distributed ledger technology (DLT), or dispositif d’enregistrement électronique partagé (DEEP) in French, was first developed for the creation of virtual currencies such as bitcoin, it is also a technology that allows for …

Technology Spillovers, Asset Redeployability, and Corporate Financial Policies

By Phuong-Anh Nguyen and Ambrus Kecskés January 26, 2018 by renholding

Innovation is perhaps the single most important driver of productivity and growth. However, firms do not innovate in isolation but rather within an ecosystem of their technological peers, as many classic studies show. More recent work finds that a given …

Gibson Dunn Offers Securities Enforcement Update for 2017

By Marc J. Fagel January 26, 2018 by renholding

2017 was the prototypical transition year for the SEC. In contrast to many other federal agencies under the current administration, the new SEC leadership did not promise a wholesale rethinking of the agency’s mandate. Rather, they seemed to signal minor …

Preserving Capital Markets Efficiency in the High-Frequency Trading Era

By Gaia Balp and Giovanni Strampelli January 25, 2018 by renholding

Automation and new technology have dramatically changed trading on equity markets over the past 20 years, and algorithmic and High-Frequency Trading (HFT) have become prominent in U.S. and European financial markets, while regulation has been slow to adapt. Despite increasing …

Paul Weiss Offers M&A at a Glance for 2017

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell January 25, 2018 by renholding

2017 was an active year for M&A, though year-end results generally declined relative to 2016. Global deal volume for the year was $3.57 trillion and U.S. deal volume was $1.48 trillion (down 3.2% and 10.5%, respectively, from 2016). Sponsor-related deal …

Blue Sky Banter: Judge Rakoff on Science and the Law

By Reynolds Holding January 24, 2018 by renholding

The U.S. district court judge in Manhattan speaks with Reynolds Holding about the surprising ways in which science intersects with the law. From forensic evidence in criminal cases to gambling addictions in financial fraud cases to global warming disputes in …

Weil Discusses 2018 10-K and Proxy Season: Spotlight on Corporate Sustainability

By Catherine Dixon and Aabha Sharma January 24, 2018 by charlesbluesky

Institutional investor calls for enhanced transparency regarding portfolio companies’ identification and management of evolving sustainability risks gained considerable momentum over the past year, as reflected in shareholder voting patterns during the 2017 proxy season, developments in investor “stewardship” codes and …

Deadlock on the Board

By Jason Roderick Donaldson, Nadya Malenko and Giorgia Piacentino January 23, 2018 by renholding

The board of directors is the highest decision-making authority in a corporation. But sometimes boards struggle to make decisions. In surveys, 67 percent of directors report the inability to decide about some issues in the boardroom. Moreover, 37 percent say …

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

By Jay Clayton January 23, 2018 by renholding

Thank you for that warm welcome.[1] I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was

…

Nonfinancial Risk Disclosure and the Costs of Private Ordering

By Virginia Harper Ho January 22, 2018 by renholding

2017 was a year of major developments that are changing how companies disclose nonfinancial environmental, social, and governance (ESG) risk to investors. In January, regulations implementing the European Union’s 2014 Nonfinancial Reporting Directive took effect for certain large companies operating …

Sheppard Mullin Discusses the Future of CFIUS After Proposed Reforms

By Reid Whitten and Lisa Mays January 22, 2018 by charlesbluesky

‘Tis the season to wonder, what will 2018 bring? We may speculate on things like a private company making a moon landing or a peace accord with North Korea. We may be certain of things like well-intentioned gym memberships and …

Poetic Expansions of Insider Trading Liability

By John P. Anderson January 19, 2018 by renholding

The courts have consistently held since the Supreme Court decided Dirks v. SEC in 1983[1] that tipper-tippee insider trading liability requires proof that the tipper personally benefited from the tip.

This personal benefit test can pose significant challenges to …

Clifford Chance Discusses Post-Closing Antitrust Risks

By Timothy Cornell and Brian Concklin January 19, 2018 by charlesbluesky

Last month, the U.S. Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) each separately challenged recently closed transactions that they claim would harm competition in the US. The DOJ filed suit in relation to TransDigm Group’s recent acquisition of …

The Modigliani-Miller Theorem at 60: The Long-Overlooked Legal Applications of Finance’s Foundational Theorem

By Michael Knoll January 18, 2018 by renholding

June 2018 will mark the 60^th anniversary of the publication of Franco Modigliani and Merton Miller’s classic article, The Cost of Capital, Corporation Finance, and the Theory of Investment. Widely hailed as the foundation of modern finance, their …

K&L Gates Discusses the SEC’s TPG Settlement and Approach to Private Equity Fees

By Michael S. Caccese, Michael W. McGrath, Kenneth Holston and Matthew T. Hevert January 18, 2018 by charlesbluesky

On December 21, 2017 the U.S. Securities and Exchange Commission (the “SEC”) published a settlement order[1] with TPG Capital Advisors, LLC (“TPG”) arising from insufficient disclosure regarding the acceleration of monitoring fees paid by portfolio companies owned by private …

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The CLS Blue Sky Blog

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

January 2018