How Arbitrators Interpret Contracts

By Alan Scott Rau December 7, 2018 by renholding

I suspect that most issues of contract interpretation call for the application of what Stefan Vogenauer has termed “universal hermeneutic truths”—that is, the search for meaning by going no further than “common sense” and how language is “commonly and naturally …

SEC Chair Talks Rulemaking Over the Past Year and the Road Ahead

By Jay Clayton December 7, 2018 by renholding

For many, December is a time to reflect on the past year and to look forward to what the New Year may bring. I believe organizations also should mark milestones, take stock of what has been done and what needs

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Are Female CEOs More Likely to be Fired than Male CEOs?

By Vishal Gupta, Sandra Mortal and Daniel Turban December 6, 2018 by renholding

About 5 percent of U.S.-based publicly-traded firms now have female chief executive officers. While much has been written about the challenges women face in their ascent to top leadership positions, little is known about what happens to them once they …

Institutional Investors, Voting Power, and Voting Patterns

By Efrat Dressler December 6, 2018 by renholding

Institutional shareholders’ role in corporate governance and their effect on firm value have been explored, both theoretically and empirically, mainly in the context of dispersed-ownership environments like the United States or the United Kingdom. In these common law countries, institutional …

How the Regulation of Initial Coin Offerings Shifted from Inactivity to Full Enforcement

By Marco Dell’Erba December 5, 2018 by renholding

In recent years, Initial Coin Offerings (ICOs) have emerged as a disruptive tool in entrepreneurial finance. ICOs involve the sale of a stake in a project with the aim of raising funds at an early stage of development. Although ICOs …

Davis Polk and Semler Brossy Offer an Update on Say-on-Pay

By Kyoko Takahashi Lin, Ning Chiu, Alicyn Gilbert, Blair Jones and Kathryn Neel December 5, 2018 by renholding

The proxy season is just around the corner for calendar year public companies, and, ahead of the season, two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, recently released their 2019 policy updates. ISS’s 2019 policy updates…

How to Enhance Directors’ Independence at Controlled Companies

By Giovanni Strampelli December 4, 2018 by renholding

While director independence has become a topic of global importance, the definition of independence and the role of independent directors remain unsettled, depending largely on ownership patterns, industry structure, and regulatory goals. The main agency problem in diffusely owned firms …

Debevoise Discusses SEC’s Record Year for Whistleblowers

By Mary Jo White, Andrew J. Ceresney, Arian M. June, Jonathan R. Tuttle and Ada Fernandez Johnson December 4, 2018 by renholding

On November 15, 2018, the U.S. Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of the Whistleblower (the “OWB”) provided its annual report to Congress describing the status of the whistleblower program and touting a “record-breaking year” for …

How Bankruptcy Law Affects Digital Assets

By Renato Mangano December 3, 2018 by renholding

In the last few years, an increasing number of digital platforms have launched initial coin offerings (ICOs). ICOs are primarily studied from the perspective of securities laws. In a new paper, however, I examine how bankruptcy law applies to entities …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton December 3, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

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The CLS Blue Sky Blog

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

December 2018