Debevoise Discusses UK’s Proposed National Security Review for M&A

By Simon Witney and Timothy McIver October 23, 2018 by renholding

Many countries have been looking again at their ability to block acquisitions when they threaten national security. For example, we reported on a change to German law in July last year, and a European Commission proposal (which would cover all …

Going Concern Opinions, Institutional Ownership, and CEO Compensation

By Ning Ren and Yun Zhu October 22, 2018 by renholding

Auditors issue going concern opinions when they have substantial doubts about a client’s ability to continue as a going concern for one year beyond the financial statement date. Abundant anecdotal evidence shows that companies that received these opinions went through …

Arnold & Porter Compares New California Privacy Law With the EU’s Privacy Regime

By Nancy L. Perkins, Anthony Raglani, Ronald D. Lee, Zoe V. Walkinshaw, Anthony Samson and Angel Tang Nakamura October 22, 2018 by renholding

On September 23, 2018, the governor of California signed into law an amended version of the California Consumer Privacy Act of 2018 (CCPA),[1] which was originally enacted in late June 2018. The amendments are a partial response to extensive …

Competition: The Forgotten Fourth Pillar of the SEC’s Mission

By Robert J. Jackson, Jr. October 19, 2018 by renholding

Thank you so much, Sarah [Miller], for that kind introduction. It’s a privilege to be here with you and the Open Markets Institute and Village Capital today. I’ve long admired the Institute’s leadership in putting the concentrated power choking our …

Proposed New Disclosures for Mutual Fund Advisers

By Bernard S. Sharfman October 19, 2018 by renholding

According to the Securities and Exchange Commission (SEC) release establishing the Proxy Voting Rule, an investment adviser “is a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s …

How Institutional Ownership Affects Insider Trading

By Stephen A. Hillegeist and Liwei Weng October 18, 2018 by renholding

Institutional owners have traditionally been thought of as passive investors that have little concern for or influence on corporate policies and decisions. In contrast, recent literature shows that while many institutions are passive in terms of their investment choices and …

Debevoise Discusses the UK’s Proposed National Security Review for M&A Deals

By Simon Witney and Timothy McIver October 18, 2018 by abirvarma

Lame Duck CEOs

By Marc Gabarro, Sebastian Gryglewicz and Shuo Xia October 17, 2018 by renholding

The process of replacing key individuals is crucial to organizations’ performance. This is as true for presidents of countries as it is for CEOs. When a firm announces the departure of a CEO without announcing a successor, the incumbent CEO …

Gibson Dunn Discusses How Brexit Will Affect Financing and Documentation

By Amy Kennedy, Jeffrey Steiner and Alex Hillback October 17, 2018 by renholding

Since the result of the Brexit referendum was announced in June 2016, there has been significant commentary regarding the potential effects of the UK’s withdrawal from the EU on the financial services industry.

As long as the UK is negotiating …

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 …

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The CLS Blue Sky Blog

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

2018