Activist Shareholders at De Facto Controlled Companies

By Gaia Balp January 16, 2019 by renholding

Activist campaigns are on the rise on both sides of the Atlantic. Even large-cap companies are increasingly targeted by activists—particularly hedge funds—with remarkable success. A big reason for that success is the support that activist proposals attract from traditional institutions, …

SEC Chair Discusses EDGAR-Hacking Enforcement Action

By Jay Clayton January 16, 2019 by renholding

In August 2017, shortly after my arrival at the Commission, I was informed that an intrusion into the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system took place in 2016. We immediately initiated a series of review and response

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Hedge Fund Activism Is About More Than Making a Quick Buck

By Jie (Michael) Guo, Vinay Utham and George Jiaguo Wang January 15, 2019 by renholding

Debate continues to rage among politicians, professors, senior lawyers, and members of the media over the regulation of hedge fund activism. The primary criticism is that, in the absence of merger and acquisition activity, such activism does not create value …

Fried Frank on How the Government Shutdown Affects M&A, the SEC, and Litigation

By Gail Weinstein, Philip Richter, Nathaniel L. Asker, Lee T. Barnum, Michael T. Gershberg and Douglas W. Baruch January 15, 2019 by renholding

We summarize below the key impact of the federal government’s partial shutdown on M&A transactions, SEC and Investment Adviser filings and registrations, government contracts, and litigation. This information may change if the shutdown continues for a lengthy period.

In general, …

What Is the Domain of Corporate Law?

By Christopher M. Bruner January 14, 2019 by renholding

Judges, legislators, corporate practitioners, and scholars of business law all conduct their work, within their respective professional spheres, based on some working conception of what “corporate law” is. Strangely, however, the question of what this conceptual vessel actually contains is …

Wachtell Lipton Offers Acquisition Financing Year in Review: From Break-Neck to Brakes-On

By Eric M. Rosof, Gregory E. Pessin, Michael S. Benn, John R. Sobolewski and Emily D. Johnson January 14, 2019 by renholding

The credit bull market finally exhibited signs of fragility in the fourth quarter of 2018, putting the brakes on what had seemed poised to be another banner year for corporate borrowers. The skies may yet clear, but for savvy borrowers …

The Effect of Gig Workers on Stock Prices

By Kelly Carter January 11, 2019 by renholding

Gig workers, who are hired to complete a project, or “gig,” constitute a significant portion of the workforce. The McKinsey Global Institute states that gig workers make up between 20 and 30 percent of all workers in the U.S. and …

ISS Lists Top 10 Corporate Governance Topics to Watch in 2019

By Kosmas Papadopoulos January 11, 2019 by renholding

As the world greets the New Year, investors and companies may take a moment to reflect on key corporate governance priorities in light of a potentially more challenging business environment in the year ahead. The prospect of slower global economic …

The Impact of IPOs on Peer-to-Peer Lending Platforms

By Maxime Cohen and Kevin Jiao January 10, 2019 by renholding

In a new paper, we investigate how initial public offerings affect peer-to-peer lending platforms and, more specifically, whether the platforms tend to alter their operational decisions in anticipation of going public.

Peer-to-peer lenders are essentially online services that match anonymous …

Simpson Thacher Discusses Significant Delaware Supreme Court Decisions of 2018

By Paul Gluckow, Peter Kazanoff and Jonathan Youngwood January 10, 2019 by renholding

Board Was Required to Disclose the Chairman’s Reasons for Abstaining From a Board Vote on the Sale of the Company

On February 20, 2018, the Delaware Supreme Court reversed dismissal of a shareholder action alleging that the board of directors …

How Lenders React When Activists Target Borrowers

By Sandeep Dahiya, Issam Hallak and Thomas Matthys January 9, 2019 by renholding

A number of recent news stories have recounted the quick and dramatic changes that activist hedge funds trigger in the companies they target. In the Atlantic magazine, for example, a 2016 article describes DuPont’s decision to cut 10 percent of …

Sullivan & Cromwell Discusses Resolution-Planning Guidance for U.S. Global Systemically Important Banks

By Sullivan & Cromwell January 9, 2019 by renholding

On December 20, 2018, the Federal Reserve and the Federal Deposit Insurance Corporation (together, the “Agencies”) issued final guidance (the “Final Guidance”)[1] with respect to future resolution plan submissions under Title I of the Dodd-Frank Act by the eight …

Is It Time to Get Rid of Earnings-per-Share?

By Heitor Almeida January 8, 2019 by renholding

Do U.S. companies focus too much on short-term profits at the expense of long-term investments, profits, and growth? There is considerable debate among academics, practitioners, and politicians about the relevance of short-termism, its possible sources, and potential mechanisms to mitigate …

Debevoise & Plimpton Discusses Custody of Digital Assets

By Kenneth J. Berman, Byungkwon Lim and Gary E. Murphy January 8, 2019 by renholding

Interest in cryptocurrencies and other digital assets on blockchains or distributed ledgers[1] has increased exponentially in recent years. The total market capitalization of cryptocurrencies and other digital assets on blockchains increased from slightly more than $17.5 billion in January …

Cryptocurrency Pump-and-Dump Schemes

By Tao Li, Baolian Wang and Donghwa Shin January 7, 2019 by renholding

Initial coin offerings (ICOs) have recently emerged as a popular method of financing blockchain-related startups. In an ICO, a startup creates and distributes its digital tokens, typically in exchange for Bitcoin, Ethereum, or fiat currencies such as U.S. dollars to …

Ballard Spahr Discusses SEC Case Against Clearing Broker Under Bank Secrecy Act

By Brad Gershel January 7, 2019 by renholding

On December 11, Judge Denise Cote of the Southern District of New York granted, in part, the Securities and Exchange Commission’s (“SEC”) motion for summary judgement in its action against Alpine Securities, Inc. (“Alpine”), finding that the clearing broker …

California Dreamin’: The Impact of the New Board Gender Diversity Law

By Mikayla Kuhns, Rudy Kwack and Kosmas Papadopoulos January 4, 2019 by renholding

Just as the Mamas & the Papas pioneered the folk-rock scene of the 1960s as one of the first truly gender diverse music group, their native state of California is breaking ground for increased board gender diversity in the United …

Skadden on Delaware Chancery’s Rejection of Forum Selection Limits on Securities Act Claims

By Cliff C. Gardner, Kenton J. King, Allison L. Land and Edward B. Micheletti January 4, 2019 by pss2150

On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the Securities Act of 1933 to …

Bankruptcy Hardball

By Jared A. Ellias and Robert J. Stark January 3, 2019 by renholding

By many accounts, we have entered an era of unprecedented contentiousness in debtor-creditor relations. For an example of the new status quo, consider the recent actions of PetSmart, a perfectly normal American corporation struggling with debt from a leveraged buy-out …

Wachtell Lipton on the State of Play of Activism at Year-End 2018

By Martin Lipton and Zachary S. Podolsky January 3, 2019 by renholding

As we noted in early 2018, the threat of activism continues to be high, and has become a global phenomenon. The conclusion of a volatile and dynamic 2018 prompts a brief update of the state of play.

Activist assets under

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The CLS Blue Sky Blog

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

January 2019