Don’t Fear California’s New Board Gender Quota

By Sophie L’Hélias October 16, 2018 by renholding

On September 30, 2018, only hours before the deadline, California Gov. Jerry Brown signed bill SB 826, making his state the first in the U.S. to adopt board gender quotas for public companies.

The law requires listed companies headquartered in …

Paul Weiss Offers M&A at a Glance for September 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer October 16, 2018 by renholding

M&A activity in September 2018 was mixed compared to August levels, but generally reflected an overall continuing downward trend starting in April of this year. Deal volume by dollar value0F^[1] decreased in the U.S. by 44.5% to $77.06 billion …

The Dubious Rise and Inevitable Fall of Hipster Antitrust

By Joshua D. Wright, Jonathan Klick, Jan M. Rybnicek and Elyse Dorsey October 15, 2018 by renholding

Antitrust law has garnered significant popular attention in recent months, with increased calls to dramatically expand enforcement to combat a perceived rise in market concentration and the widespread use of unfair commercial practices by so-called “dominant” firms. We’ve recently posted …

Gibson Dunn on Why the UK Is Heading for a “Soft Brexit”

By Charlie Geffen, Nicholas Aleksander and Anne MacPherson October 15, 2018 by renholding

Our discussions with politicians, civil servants, journalists and other commentators lead us to believe that the most likely outcome of the Brexit negotiations is that a deal will be agreed at the “softer” end of the spectrum, that the Conservative …

SEC Commissioner Jackson on Re-Opening Comment Period for Security-Based Swap Dealer Rules

By Robert J. Jackson, Jr. October 12, 2018 by renholding

Thank you, Mr. Chairman, and thank you to my colleague Commissioner Peirce and the terrific Staff in the Division of Trading and Markets for all of the hard work that so clearly went into this proposal. I’m especially grateful to

…

Arnold & Porter Discusses New California Law on Security for Internet-Connected Devices

By Ronald D. Lee, Joseph Farris, Michael E. Samuels and Amanda J. Sherwood October 12, 2018 by renholding

California has passed the first state law imposing security requirements on devices in the Internet of Things (IoT). On September 28, 2018, California Governor Jerry Brown signed into law the nearly identical Senate Bill 327 and Assembly Bill 1906,[1]…

The Real but Exaggerated Threat of Financial Institution Mobility to Financial Regulation

By Ilya Beylin October 11, 2018 by ilyabeylin

Where jurisdictions differ in how they regulate an activity, migration allows private parties to choose between regulatory regimes. In the context of financial regulation, scholars assert that harmonization of regulation across jurisdictions is necessary to prevent institutions from opting into …

Wachtell Lipton Discusses the State of Play in Activism

By Martin Lipton and Zachary S. Podolsky October 11, 2018 by renholding

As we approach the 2019 proxy season, developments since September 2017 prompt a brief updated review of the state of play.

The threat of activism remains high, and has become increasingly global.
Activist assets under management remain at elevated levels,

…

Insider Trading and the Myth of Market Confidence

By John P. Anderson October 10, 2018 by renholding

Promoting public confidence in securities markets is a policy goal that is frequently cited by commentators, Congress, the courts, regulators, and prosecutors for the adoption and vigorous enforcement of insider trading laws.

For example, in the seminal insider trading case …

Sullivan & Cromwell Discusses California’s Female Gender Quotas for Public Companies

By Sullivan & Cromwell LLP October 10, 2018 by pss2150

On September 30, 2018, Governor Brown of California signed into law a bill, SB-826, to require female representation on the boards of directors of publicly traded companies who identify as being headquartered in the state. SB-826 makes California the first …

Financial Misconduct and Strategic Corporate Disclosures

By Rebecca Files, Alex Holcomb, Gerald S. Martin and Paul Mason October 9, 2018 by renholding

Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …

Debevoise on Material Omissions in Private Equity Secondary Transactions

By Katherine Ashton, John W. Rife III, Andrew M. Ahern, Kenneth J. Berman and Robert B. Kaplan October 9, 2018 by pss2150

As private equity funds approach the end of their lives, a fund’s general partner is often encouraged by the fund’s limited partners and third-party buyers to consider secondary liquidity solutions. Liquidity solutions can involve fund extensions, asset sales to third-party …

Shearman & Sterling on Director Compensation and the Delaware Courts

By Doreen E. Lilienfeld and Matthew Behrens October 8, 2018 by abirvarma

The Delaware courts have recently rendered a series of decisions, culminating with the Delaware Supreme Court’s December 2017 holding in In re Investors Bancorp, Inc. Stockholder Litigation, No. 169 (Del. 2017) (“Bancorp”), limiting the extent to which the business judgment …

The Local Spillover Effect of Corporate Accounting Cases

By Eric Holzman, Brian P. Miller and Brian Williams October 5, 2018 by renholding

The consequences for companies and individuals directly involved in corporate accounting misconduct are severe. Research has documented that after such misconduct is revealed, the market value of corporations declines, executives are terminated, and auditors are often dismissed. While the implications …

Debevoise Discusses Delaware Chancery Ruling on a Material Adverse Event

By Gregory V. Gooding and William D. Regner October 5, 2018 by renholding

On October 1, the Delaware Court of Chancery, in a record-breaking 246-page opinion, held that Fresenius Kabi AG (a German publicly listed healthcare company) did not have to consummate its proposed acquisition of Akorn, Inc. (a Nasdaq-listed generic pharmaceutical company) …

Director Compensation and Related Party Transactions

By Ole-Kristian Hope, Ross (Haihao) Lu and Sasan Saiy October 4, 2018 by renholding

Related party transactions (RPTs) involve the transfer of resources, services, or obligations between a reporting company under the Securities Exchange Act and a related party (SFAS 57; IAS 24). Some of the highest profile accounting scandals, such as the ones …

SEC’s Co-Chief of Enforcement Talks Remedies and Relief

By Steven R. Peikin October 4, 2018 by renholding

My remarks today come a little over a year after Stephanie Avakian and I were appointed Co-Directors of the SEC’s Division of Enforcement and just a few days after the close of the first full fiscal year in which we

…

Is Shareholder Voting an Effective Corporate Governance Tool?

By Cory A. Cassell, Tyler J. Kleppe and Jonathan E. Shipman October 3, 2018 by renholding

Proponents of shareholder voting argue that restricting it would reduce the ability of shareholders to hold management accountable. The implication of this argument is that mandating equal voting rights for all shares will benefit shareholders. However, the evidence as to …

Bonfire of the Vanities–2018 Style: The Case of Elon Musk

By John C. Coffee, Jr. October 2, 2018 by renholding

Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.

Securities analysts estimate that somewhere between 25 and 35 percent of the value of …

Sullivan & Cromwell Discusses ISS’ 2018 Governance Principles Survey Results

By Stephen Wilson, Marc Treviño and Melissa Sawyer October 2, 2018 by pss2150

On September 18, 2018, Institutional Shareholder Services (ISS) released the results of the first half of its Annual Policy Survey. The Annual Policy Survey is designed to gather feedback from stakeholders, including institutional investors, companies, corporate directors and other market …

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The CLS Blue Sky Blog

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

October 2018