“Trulia,” “Akorn,” and the Roller Coaster of M&A Litigation

By Pierluigi Matera and Ferruccio M. Sbarbaro November 29, 2019 by renholding

U.S. corporate law adopts a regulation-by-litigation model where the efficient balance between incentives and filters is essential for litigation to perform its function. In this model, over-litigation is not only a detrimental distortion but also a significant indication that the …

Addressing the Auditor Independence Puzzle: Regulatory Models and Proposal for Reform

By Martin Gelter and Aurelio Gurrea-Martínez November 27, 2019 by renholding

Auditors play a major role in corporate governance and capital markets. They facilitate firms’ access to financing by creating trust among public investors with efforts to prevent misbehavior and financial fraud by corporate insiders. In order to fulfill these goals, …

SEC Commissioners Jackson and Lee on Proposed Rules for Funds’ Use of Derivatives

By Robert J. Jackson, Jr. and Allison Herren Lee November 27, 2019 by renholding

Yesterday [November 25] the Commission proposed rules on funds’ use of derivatives to obtain leverage.[1] Appropriate use of derivatives can produce benefits for investors, like better risk-adjusted returns or more efficient exposure to certain asset classes. But that same

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SEC Commissioners Peirce and Roisman on Proposed Rules for Funds’ Use of Derivatives

By Hester M. Peirce and Elad L. Roisman November 27, 2019 by renholding

We thank the staff of the Division of Investment Management (the “Division”) for undertaking the challenging task of devising and presenting for Commission vote a proposal to modernize the way we regulate the use of derivatives in investment funds’ portfolios.

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Litigation Risk and the Independent Director Labor Market

By Dain C. Donelson, Elizabeth Tori and Christopher G. Yust November 26, 2019 by renholding

A recent decision by the Delaware Supreme Court, In re Investors Bancorp, Inc. Stockholder Litigation (“Investors Bancorp”), increased the risk of litigation against directors, bucking a dec Edit visibilityades-long trend. The decision reversed a Chancery Court …

Shearman & Sterling Discusses New Delaware Guidance on Books and Records Requests

By George Casey, Scott Petepiece, Richard Fischetti, Alan S. Goudiss and K. Mallory Brennan November 26, 2019 by renholding

Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the Delaware General Corporate Law (“Section 220”) to try …

Spinning the CEO Pay Ratio Disclosure

By Audra Boone, Austin Starkweather and Joshua T. White November 25, 2019 by renholding

The growing compensation gap between CEOs and rank-and-file employees has generated considerable debate about potential adverse consequences at both the firm and societal levels. Despite interest in the topic, assessing vertical pay disparity has been difficult due to the lack …

Fed Governor Discusses Why Climate Change Matters for Monetary Policy and Financial Stability

By Lael Brainard November 25, 2019 by Avesh Krishna

I want to thank my colleagues at the Federal Reserve Bank of San Francisco, especially Mary Daly, Galina Hale, Òscar Jordà, and Glenn Rudebusch, for organizing this research conference.¹ The presentations today provide important insights into the many important

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Financial Misconduct and Changes in Employee Satisfaction

By Yuqing Zhou and Christos Makridis November 22, 2019 by renholding

In a recent paper, we use new and proprietary micro-data from company-ratings site Glassdoor for the period between 2008 and 2016 to investigate changes in employees’ perception of firms and managers during periods of financial misconduct and after the public …

Paul Weiss Offers M&A at a Glance for October 2019

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Robert B. Schumer November 22, 2019 by renholding

M&A activity in the U.S. and worldwide was mixed in October. The number of deals continued to fall with a decline of 11.2% in the U.S., to 744, and of 8.1% globally, to 2,708. At the same time, total deal …

Quality Shareholder Voting

By Lawrence A. Cunningham November 21, 2019 by renholding

This post lays out a new approach to shareholder voting designed to increase the voting power of long-term committed shareholders: adding votes to shares based on both long holding periods and high concentrations. Called quality voting, the approach would …

Debevoise & Plimpton Discusses SEC’s Proposed Changes to Advertising Rule

By Kenneth J. Berman, Gregory T. Larkin and Norma Angelica Freeland November 21, 2019 by renholding

On November 4, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposal”) to modernize Rule 206(4)-1 (the “Advertising Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). [1] The first substantial amendment to the Advertising Rule …

Cutting Class Action Agency Costs: Lessons from the Public Company

By Amanda Rose November 20, 2019 by renholding

Class action reform could take a lesson from U.S. public company governance, I argue in a new working paper, available here.

Class actions and public companies have a lot in common. Class action scholars routinely explain problems in class …

Paul Weiss Discusses Delaware Decisions Showing Renewed Focus on Board Oversight

By Matthew W. Abbott, Ariel J. Deckelbaum, Ross A. Fieldston, Andrew G. Gordon, Jaren Janghorbani and Jeffrey D. Marell November 20, 2019 by renholding

Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”[1] The plaintiff must successfully argue that the directors …

Blue Sky Banter Podcast: Coffee and Jackson on the Latest at the SEC

By Reynolds Holding November 19, 2019 by renholding

Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC.

[soundcloud url=”https://api.soundcloud.com/tracks/714133174?secret_token=s-kYr94&#8243…

Arnold & Porter Discusses U.S. Treasury’s Proposed Regulations on Tax Issues Regarding LIBOR’s End

By David Sausen, C. Sarah Soloveichik and Joel Deuth November 19, 2019 by renholding

On October 9, 2019, the US Department of the Treasury (Treasury Department) issued proposed regulations (Proposed Regulations) regarding tax issues relating to the anticipated discontinuance of the London interbank rate (LIBOR) after the 2021 calendar year. The Proposed Regulations are …

Are Secondhand Internal Whistleblowing Reports Credible?

By Stephen Stubben and Kyle T. Welch November 18, 2019 by renholding

The validity of whistleblower reports based on secondhand information has been called into question by President Trump:

A whistleblower with second hand information? Another Fake News Story! See what was said on the very nice, no pressure, call. Another Witch …

SEC Chair Clayton Discusses Modernizing Our Regulatory Framework

By Jay Clayton November 18, 2019 by renholding

Thank you for providing me the opportunity to deliver this year’s Distinguished Jurist Lecture. This is a special honor for me. Philadelphia is my hometown. Penn is my alma mater—two times. And, I miss teaching here.

In particular, I miss

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Stablecoins in Cryptoeconomics: From Initial Coin Offerings to Central Bank Digital Currencies

By Marco Dell’Erba November 15, 2019 by renholding

In a recent article, I highlight the links among initial coin offerings (ICOs), cryptocurrencies, stablecoins, and central bank digital currencies (CBDCs). Although these entities exist in different contexts (securities law and capital formation, payment systems, monetary policy), they are intertwined …

Wachtell Lipton Discusses 2020 Voting Policies from ISS and Glass Lewis

By Andrew R. Brownstein, Sabastian V. Niles, Andrea K. Wahlquist and Carmen X.W. Lu November 15, 2019 by renholding

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their U.S. proxy voting policies for the 2020 proxy season. ISS’s new policies will apply to shareholder meetings held on or after February 1, 2020 and …

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The CLS Blue Sky Blog

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

November 2019