Columbia Law School
Sky Blog
I’m so glad to be back home here in New York. It’s an incredible honor to be speaking after Mayor Bloomberg today. And I’m sure the Mayor will be pleased to know that I plan to return and speak in
February 2018
Paul Weiss Offers M&A at a Glance for January 2018
In U.S. and global M&A activity for January 2018, total deal volume by dollar value decreased, while the total number of deals increased. In the U.S., deal volume decreased by 29.3% to $170.57 billion, while the number of deals increased …
Enhancing Governance in Dual-Class Share Firms
In a typical public company, shareholders can elect the board, appoint the auditors, and approve fundamental changes. In other words, they can participate in the governance of the firm. Firms with dual class shares (DCS) alter this balance by inviting …
SEC Investor Advocate Discusses Mandatory Arbitration as Illusory Remedy for Shareholders
Today [February 24, 2018] is a special day for the [Securities and Exchange Commission’s] Office of the Investor Advocate.[1] I started this job four years ago today, and because I am the first Investor Advocate that is also the …
Protecting LLC Owners While Preserving LLC Flexibility
Limited liability companies, or LLCs, have emerged as the entity of choice for new businesses. The form attracts many everyday owners and entrepreneurs as an easy way to combine corporation-style limited liability protection with partnership-style tax treatment. LLCs also offer …
Skadden Discusses Pros and Cons of “Home Country” Arbitration Clauses
Courts in many countries, including the U.S., generally enforce contracts with clauses specifying international arbitration as the preferred avenue for resolving disputes. Accordingly, when drafting such provisions, due consideration must be placed on ensuring that such clauses are drafted to …
Antitrust and Economic Liberty: A Policy Shift from the Trump Administration?
For the past 40 years, U.S. antitrust law has been understood as a consumer welfare prescription against conduct leading to higher prices, reduced output, and lower quality or innovation. A growing number of commentators argue, however, that this understanding of …
Fried Frank Discusses Delaware Decision Absolving LCC Board of Duty to Maximize Price
In Miller v. HCP (Feb. 1, 2018), the Court of Chancery dismissed claims made against the members of a limited liability company board, a majority of whom had been appointed by the private equity firm that was the company’s controlling …
The Cost of Disclosure Regulation: Evidence from D&O Insurance and Non-Meritorious Securities Litigation
There is an extensive literature on the benefits of mandatory disclosure by firms, but measuring the costs of such disclosure has been more challenging (Leuz and Wysocki 2016). In particular, while some believe that mandatory disclosure could increase litigation against …
SEC Releases Guidance on Disclosing Cybersecurity Risks and Incidents
On February 20, the Securities and Exchange Commission approved the issuance of an interpretive release, available here, to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents. The release also communicates the Commission’s views on the
Porn Star Might Talk Despite Confidentiality Agreement
When Michael Cohen, President Donald Trump’s personal lawyer, acknowledged paying $130,000 of his own money to Stephanie Clifford (aka Stormy Daniels), the porn star who once claimed to have had an affair with Trump, Clifford’s lawyer announced that Cohen had …
Skadden Discusses Expectations for Robust U.S. Capital Markets in 2018
The U.S. high-yield and investment-grade debt markets saw significant increases in 2017 over 2016 in dollar volume and number of issuances.[1] The U.S. equity indices reached new highs throughout the year, with the Standard & Poor’s 500 index ending …
Changes in Corporate Governance: Externally Dictated vs. Organically Determined
Several major corporate scandals in the United States during the early 2000s brought attention to corporate governance of large U.S. companies. As a result, Congress passed the Sarbanes-Oxley Act (SOX), and the Securities and Exchange Commission (SEC) announced several regulations …
Cleary Discusses 2017 Developments in Securities and M&A Litigation
Following the Corporate Governance Canon Pays Off for Chinese Companies
Over the years, a consensus on the best corporate governance practices has emerged. The OECD Guidelines of Corporate Governance epitomize a canon of such practices, including things like having non-executive shareholders on boards, having an audit committee, and following special …
Perpetual Dual-Class Stock: The Case Against Corporate Royalty
My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and
Clifford Chance Discusses the Role of the CFTC in the Regulation of Bitcoin
The remarkable growth and volatility of Bitcoin and other virtual currencies has raised the question of how these markets are regulated. The CFTC has emerged as “the federal overseer of digital currencies like bitcoin,” according to Bloomberg.[1] Other federal …
Corporate Governance that Works for Everyone
Corporate governance has traditionally been viewed as a way to reduce agency costs between shareholders and managers in the context of private ordering. Laws and regulations pertaining to corporate governance have, therefore, typically aimed to enhance long-term wealth for shareholders.…
Debevoise on Blockchain Tokens and Initial Coin Offerings: New Year, New Perspective
Sales of blockchain tokens in so-called initial coin offerings (“ICOs”)[1] exploded in 2017. According to CoinSchedule, a website that tracks ICO (or digital token sale) data, the total amount raised in ICOs in 2017 was $3,700,682,293, which compares to …
Columbia’s Program in the Law and Economics of Capital Markets Is Hiring Post-Doc Research Fellow
Columbia Law School and Columbia Business School’s Program in the Law and Economics of Capital Markets is now accepting applications for their Post-Doctoral Research Fellow. This position is intended for a person who expects to begin a law school teaching …