Market Data, the SEC and Stock Exchanges: Reopening Pandora’s Box?

By Georges Ugeux November 7, 2018 by renholding

Every security traded in public markets represents several data points that can be valuable to future trades (not to mention compliance). The Regulation National Market System (or “Reg NMS”) grants exchanges, licensed as self-regulatory organizations (“SROs”), the responsibility to disseminate …

Shearman & Sterling on Whether a Cyber Breach Can Be a Violation of Internal Controls

By Shearman & Sterling November 7, 2018 by abirvarma

On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies that were the victims of cyber fraud. …

Internal Whistleblowing’s Counterintuitive Impact on Lawsuits and Settlements

By Stephen Stubben and Kyle T. Welch November 6, 2018 by renholding

While external whistleblowing—reporting misconduct to regulators or members of the media— has captured much attention, the impact of reporting misconduct anonymously to management, known as internal whistleblowing, is relatively unknown. Our new study, Evidence on the Use and Efficacy of …

Cleary Gottlieb Discusses Non-Disparagement Clauses

By Caroline Hayday, Arthur H. Kohn, Michael Albano and Mary Alcock November 6, 2018 by abirvarma

In September, former Uber executive Eric Alexander filed a complaint (the “Complaint”) against another former Uber executive, Rachel Whetstone. The Complaint alleges breach of a mutual non-disparagement clause in Whetstone’s separation agreement with Uber; a clause that Whetstone, during her …

Insider Trading: Are Insolvent Firms Different?

By Andrew Verstein November 5, 2018 by renholding

Are insolvent firms different from solvent firms with respect to insider trading law and policy? Formally, the law does not change. But economic realities and non-securities law duties do. As a result, the insider trading landscape changes considerably. The law …

Arnold & Porter Discusses Growing Cybersecurity Oversight by SEC and Shareholders

By Kenneth L. Chernof, Ron Ghatan and Arthur Luk November 5, 2018 by renholding

Protecting against data breaches, hacks and cyber threats is an unwelcome but necessary reality for businesses today. In addition to vigilantly guarding against attacks, companies must consider the possibilities of litigation and investigations that can stem as a result of …

Do Public and Private Firms Invest Differently?

By Laura Kawano, Elena Patel and Nirupama Rao November 2, 2018 by renholding

Equity markets are an important source of capital financing for firms, particularly in the United States. These large, liquid markets channel capital from savers to firms and facilitate corporate investment by distributing risks among many smaller investors. There is concern, …

How Boards Can Get Ready for Climate Change

By Sophie L'Helias and Nina Hodzic November 1, 2018 by renholding

We are constantly reminded of the urgency to act as we witness the impact of climate-related events on peoples’ lives and their communities around the world.

The signing of the Paris Climate Agreement in 2016 was a watershed moment as …

Skadden Discusses Merger Reviews and Antitrust Inquiries in Case of “No-Deal” Brexit

By Bill Batchelor, Frederic Depoortere, Giorgio Motta and Ingrid Vandenborre November 1, 2018 by renholding

As the U.K.’s March 29, 2019, exit date from the European Union approaches, companies involved in merger reviews or antitrust investigations should pre-emptively address the risk of a “no-deal” Brexit.

Both the U.K. and EU have antitrust laws that can …

The Enduring Distinction Between Business Entities and Security Interests

By Ofer Eldar and Andrew Verstein October 31, 2018 by renholding

Why are security interests and legal entities both widely used? The prevailing answer in legal scholarship is that both bodies of law exist to partition assets for the benefit of designated creditors.[1] This view is not merely an academic …

Shareholder Activism Through Say-on-Pay

By Konstantinos Stathopoulos and Georgios Voulgaris October 30, 2018 by renholding

Shareholder activism around the world has increased substantially over the last few years (see here and here for recent examples). Empowered shareholders seek to discipline management and voice their dissatisfaction with specific corporate decisions. A particular source of tension between …

Davis Polk Discusses the New Populist Movement in Antitrust

By Arthur Burke, Ronan Harty, Jon Leibowitz, Howard Shelanski and Jesse Solomon October 30, 2018 by renholding

In recent years, a new populist school of antitrust thinking has emerged, known as “Neo-Brandeisian” to its proponents and “hipster” to its detractors. There are varying formulations of this movement, but proponents generally point to the purported increase in economic …

Can Companies and M&A Law in Europe Adapt to the Market for Corporate Control?

By Matteo Gatti October 29, 2018 by renholding

Takeover regimes in Europe have been under persistent scrutiny by the public, politicians, and market participants. Sometimes, that is just the nature of the game: Takeovers create winners and losers, and the latter (with the help of their champions and …

Sullivan & Cromwell Offers Corporate Governance Updates

By Heather L. Coleman, Melissa Sawyer and Marc Treviño October 29, 2018 by renholding

On October 18, Institutional Shareholder Services Inc. (“ISS”) announced that the comment period for its 2019 benchmark voting policy is open until 5:00 PM ET on November 1, 2018. For U.S. companies, ISS is soliciting comments on proposed changes relating …

The Hollowed Out Common Law

By Samuel Issacharoff and Florencia Marotta-Wurgler October 26, 2018 by renholding

There are two striking features about the ways in which contracts stemming from the electronic marketplace are adjudicated today. The first is the steady decline in the number of cases litigated in state court as compared with the federal forum. …

SEC Commissioner Discusses Improving Information for Investors in the Digital Age

By Kara M. Stein October 26, 2018 by renholding

I last spoke to you in May 2014 about “Building Momentum.”[1] At the time, I was a rookie Commissioner. Now, I stand before you after five years as a Commissioner and over 5,700 votes under my belt. It has

…

The Underappreciated Dilemmas of Overlapping Financial Regulations

By Matthew C. Turk October 25, 2018 by renholding

Calls to dismantle the legal framework that was developed in response to the financial crisis have begun to multiply and gain momentum. Pursuant to a Trump Administration executive order, the Treasury Department has released a series of reports that undertakes …

Paul Weiss Discusses New Trends in Private Equity Transactions

By Paul, Weiss, Rifkind, Wharton & Garrison October 25, 2018 by renholding

The private equity market is more competitive than ever. Target company multiples have skyrocketed due to both a robust strategic acquisition market, and stiff competition from PE buyers as they vie with one another to deploy $1 trillion in dry …

The Role of Public Pension Funds in Governance

By Ying Duan, Yawen Jiao and Kunsun Tam October 24, 2018 by renholding

Public pension funds have great influence over corporate governance because of the size and nature of their portfolios: They manage more than $3 trillion in assets and often invest in a large number of companies. Besides largely unobservable private negotiations, …

Long-Term Economic Consequences of Hedge Fund Activist Interventions

By Ed deHaan, David. F. Larcker and Charles McClure October 23, 2018 by renholding

Our new academic study examines the long-term effects of interventions by activist hedge funds. Prior studies document positive equal-weighted long-term returns and operating performance improvements following activist interventions, and typically conclude that activism is beneficial to shareholders. We challenge and …

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The CLS Blue Sky Blog

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

2018