The leaders of the U.S. Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and the U.S. Securities and Exchange Commission (the “Agencies”) today issued the following joint statement to remind persons engaged in activities involving digital assets of their
October 2019
The Best Corporate Law Judge of His Generation
Twenty some years before Bill Allen was appointed Chancellor of Delaware, Bayless Manning, a fine corporate law scholar, announced the death of corporate law “as a field of intellectual effort.” Manning described its focus as “our great empty corporation statutes …
To Bill Allen: A Final Tribute
Last weekend the corporate legal community lost one of its finest: former Delaware Chancellor and Professor at New York University School of Law, William T. Allen. For 12 years Bill Allen and I served together as judicial colleagues on the …
A Judge With the Confidence to Go in New Directions
Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already …
Redefining “Accredited Investor” to Put Main Street Capital into Capitalism
While exempt offerings now involve twice as much money as public offerings, only accredited investors (“AIs”) get invited to the private company party. Thus, individuals who fail to meet the net worth or income thresholds (“non-AIs”) cannot invest early in …
Do Self-Reporting Schemes Deter Corporate Crime?
Many law enforcement agencies reduce punishments for corporations that report their own offenses. My research shows that these self-reporting schemes may help deter crime within a certain range of leniency. But the level of leniency has a U-shaped relationship with …
Do Firms Conceal Material Misstatements by Reporting Revisions Rather than Restatements?
Disclosure of financial reporting errors is vital to maintaining investors’ trust in the capital markets. Yet, in recent years the number of misstatements corrected in restatements of financial reports has declined dramatically, and misstatements are now more likely to be …
Cleary Gottlieb Discusses SEC Action for Non-Disclosure of DOJ Investigation
Companies that face non-public government investigations frequently confront challenging questions regarding whether and when to disclose the existence of the investigation, how much to disclose, and any duty to update the disclosure as the investigation proceeds. On the one hand, …
How the SEC Should Harmonize Private Securities Offering Exemptions
The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings. The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for …
SEC, CFTC, and FinCEN Leaders Issue Statement on Digital Asset Activities
Stock Repurchases and the 2017 Tax Cuts and Jobs Act
On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (TCJA), which is the largest gross tax cut in American history (cutting more than $5.5 trillion in taxes over 10 years); the act took effect on January …
White & Case Discusses Cannabis Banking Bill’s Implications for Financial Services
On September 25, 2019, the US House of Representatives (“House”) passed, by a vote of 321 to 103, the Secure and Fair Enforcement Banking Act (“SAFE Banking Act”), bipartisan legislation designed to secure and regulate banking services to the expanding …
The Valuation and Governance Bubbles of Silicon Valley
The rise and fall of The We Company IPO bubble is one of those events that, like the subprime mortgage bubble that preceded the financial crisis, calls for an examination of market structures that could have produced such a precipitous …
ISS Offers 2019 Overview of Virtual Shareholder Meetings in the U.S.
Key Findings
- While overall the share of virtual annual meetings among Russell 3000 firms has increased to 7.7 percent, the number of new adopters has decreased in each of the last two years.
- There does not seem to be a
The Seller’s Curse and IPO Pricing
Benchmark Capital partner and legendary tech investor Bill Gurley recently declared on CNBC, “It took me two decades to figure this out, but I think Silicon Valley’s been on the bad end of a bad joke for about four decades …
Exequity Discusses 2019 Trends in Companies’ Use of Total Shareholder Return
Faced with pressures from varied constituencies, compensation committees striving to demonstrate links between pay and performance regularly consider market-based performance measures such as relative total shareholder return[1] (RTSR). Companies reviewing the mix and designs of their long-term incentives (or …
The Puzzling Case of the WeWork Non-IPO
The dramatic implosion of the IPO of The We Company, parent of office-sharing firm WeWork, (the “WeWork IPO) has attracted intense scrutiny across the business community. For scholars and practitioners who work at the intersection of law, business, and technology, …
Cleary Gottlieb Discusses the UK Competition Law Implications of a No-Deal Brexit
A no-deal Brexit would have significant and immediate effects on UK competition law enforcement:
- Parallel investigation of mergers, cartels, and dominance cases by the UK Competition and Markets Authority (“CMA”) and European Commission (“EC”);
- Possible delay to transactions notified to
The Shareholder’s Dilemma
Theoretical and empirical research on shareholder voting has provided many exciting insights and guidance for debates on policy and regulation. The default assumption, though, is that shareholders have strong incentives to vote for alternatives that they think are best for …
Attorney General Barr Speaks at SEC’s Criminal Coordination Conference
I am honored to be here representing the dedicated men and women of the Department of Justice. Like the SEC’s Enforcement staff, many of our prosecutors are tasked with investigating financial fraud and corporate crime. They are assigned to the