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

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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 …

Split Derivatives: Inside the World’s Most Misunderstood Contract

By Dan Awrey October 1, 2018 by renholding

Derivatives are the “bad boys” of modern finance: exciting, dangerous, and fundamentally misunderstood. Their supporters defend them as important instruments for measuring, managing, and transferring risk, enhancing both the efficiency and resilience of the financial system. Their critics label them …

Debevoise Discusses OCC Efforts to Modernize Community Reinvestment Act Regulations

By Courtney M. Dankworth, Lauren M. Dolecki, Gregory J. Lyons, Ming Yang, David G. Sewell and Naeha Prakash October 1, 2018 by pss2150

On August 28, 2018, the Office of the Comptroller of the Currency (“OCC”) published an advance notice of proposed rulemaking (“ANPR”) inviting public comment on ideas for modernizing the regulatory framework for the Community Reinvestment Act of 1977 (“CRA”).[1]…

Justice Department’s Antitrust Chief Talks Modernizing M&A Review

By Makan Delrahim September 28, 2018 by renholding

Good morning, and thank you for inviting me to speak here today. It is a pleasure to be at Georgetown University for this year’s Global Antitrust Enforcement Symposium.

Events like these, which bring competition enforcement officials together to speak with

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Covington & Burling on the UK’s “No-Deal” Competition and Merger Guidance

By Elaine Whiteford, Kevin Coates, Siobhan L.M. Kahmann and Jonathan Benjamin September 28, 2018 by pss2150

The UK Government published its highly-anticipated technical guidance on merger review and anti-competitive activity on 13 September 2018 which will apply in the case of a ‘no-deal’ Brexit (the ‘Guidance’). Although brief, it provides market players with some form of …

Resolving the Tension Between Efficiency and Inclusivity in Crowdfunding

By Andrew Abraham Schwartz September 27, 2018 by renholding

There’s a contradiction at the core of securities crowdfunding, a form of Internet-based public stock market modelled on Kickstarter and its ilk. On the one hand, crowdfunding seeks to create an inclusive system where entrepreneurs, regardless of where they are …

Latham & Watkins Discusses Principles Guiding FINRA Enforcement Action

By John J. Sikora, Jr., Stephen P. Wink and Gregory Mortenson September 27, 2018 by renholding

The Financial Industry Regulatory Authority (FINRA) relies on a framework of core principles in deciding whether to bring an Enforcement action in response to a given set of facts, and the key consideration is an assessment of “risk.” These core …

How Corporate Social Responsibility and Influential Institutional Ownership Affect Firm Value

By Bonnie G. Buchanan, Cathy Xuying Cao and Chongyang Chen September 26, 2018 by renholding

Corporate social responsibility (CSR) is defined as “actions that appear to further some social good, beyond the interests of the firm and that which is required by law” (McWilliams and Siegel, 2001). According to this definition, CSR activities not only …

SEC Commissioner Airs Her Beef With Stakeholders

By Hester M. Peirce September 26, 2018 by renholding

Last time I flew to California, the skies were so clear that I was able to keep an eye on the changing landscape below all the way across the country. The vastness and great variety was striking. Having grown up

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Corwin at a Crossroads: Could DVMT Stock Be the Tracker Jacker in Dell’s Hunger Games?

By Eric Talley September 25, 2018 by renholding

Of all the conjured hazards faced by the teenage gladiators in the dystopian novel The Hunger Games, the Tracker Jacker (a genetically engineered wasp) was the most deadly and unpredictable when provoked. Dell Technologies Inc. may soon have to …

Cleary Gottlieb on Government Scrutiny of Cryptocurrencies and ICOs

By Alexis Collins, Grace Kurland and Adam Motiwala September 25, 2018 by abirvarma

On Tuesday, September 11, 2018, Judge Raymond J. Dearie of the Eastern District of New York issued a decision holding that Initial Coin Offerings (“ICO”) may qualify as securities offerings and therefore be subject to the criminal federal securities laws. …

The Market for Lead Plaintiffs

By John C. Coffee, Jr. September 24, 2018 by renholding

A drama is playing out in Boston federal court before a respected judge that could prove to be a legal “Watergate,” one that could reshape class action practice.[1] Combining elements that are both sordid and comic, this litigation has …

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The CLS Blue Sky Blog

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

2018