Trading and Shareholder Voting

By Doron Levit, Nadya Malenko and Ernst G. Maug November 14, 2019 by renholding

Recent regulatory reforms in advanced economies have empowered shareholders by letting them vote on executive compensation, corporate transactions, changes to the corporate charter, and social and environmental proposals. This shift of power from boards to shareholders assumes that shareholder voting …

Davis Polk Discusses SEC’s Proposed Rules on Proxy Advisers, Shareholder Proposals

By Joseph Hall, Sarah Solum, Ning Chiu, Betty Moy Huber and Paula Simpkins November 14, 2019 by renholding

On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The Commission also voted to propose amendments with regard to …

Common Ownership and Competition in Mergers and Acquisitions

By Mohammad (Vahid) Irani, Wenhao Yang and Feng Zhang November 13, 2019 by renholding

Common ownership – the phenomenon of firms sharing stockholders with industry competitors – is becoming ubiquitous, with 82 percent of S&P 500 firms having common ownership at the end of 2015 compared with just 17 percent in 1990.

At least …

SEC Chair Talks Small Business Capital Formation

By Jay Clayton November 13, 2019 by renholding

Thank you Carla [Garrett], members of the Small Business Capital Formation Advisory Committee, Martha [Miller], and the staff in the Office of the Advocate for Small Business Capital Formation.[1] It is nice to join you again for today’s meeting.

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How SEC Rule 14a-8 and the Ordinary Business Exception Impede ESG Disclosure Reform

By Virginia Harper Ho November 12, 2019 by renholding

Shareholder proposals urging corporate boards to report on climate‑related risk made headlines in 2017 when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL.[1] The key to this historic vote was the support of the Big …

Commissioner Peirce Discusses SEC’s Enforcement Program

By Hester M. Peirce November 12, 2019 by renholding

Thank you, Meredith [Cross], for that kind introduction. It is an honor to be with you here today [November 4]. I must begin with my standard disclaimer that the views I represent are my own views and not necessarily those

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Revising Boilerplate in Private Equity and Public Company Contracts: Which Context is Stickier and Why?

By Stephen J. Choi, Robert E. Scott and G. Mitu Gulati November 11, 2019 by renholding

Over the past half dozen years, the three of us have written a number of papers on sovereign bond contracts. In the first set of papers, we documented the stickiness phenomenon (the reluctance of lawyers to modify standard contract language …

Wachtell Lipton Discusses Shareholder Activism in France as Model for U.S.

By Martin Lipton and Joshua R. Cammaker November 11, 2019 by renholding

In response to the sharp increase in campaigns by activist hedge funds in France and Europe generally, a French commission has conducted an extensive investigation and issued a carefully researched, reasonable and balanced report recommending regulatory and procedural changes to …

Improving Economic Policies for the American Territories

By Tom C.W. Lin November 8, 2019 by renholding

On October 15, 2019, the U.S. Supreme Court heard oral arguments in Financial Oversight and Management Board for Puerto Rico v. Aurelius Investment, a case that centers on the constitutionality of the appointment process for the members of the …

Leo Strine’s Corporate Decline Problem

By J.B. Heaton November 8, 2019 by renholding

Leo E. Strine, Jr. has long had a bully pulpit in corporate law, first on Delaware’s Court of Chancery and then as chief justice of the Delaware Supreme Court. Bully pulpits are good things for the occupants but can be …

“Centros” and Defensive Regulatory Competition in the European Union

By Martin Gelter November 7, 2019 by renholding

Centros, a landmark 1999 decision by the European Court of Justice (now Court of Justice of the European Union or CJEU), has profoundly transformed European company law. Previously, many EU member states used the “real seat theory” to …

Gibson Dunn Discusses First FTC Case Against Tracking Apps

By Alexander H. Southwell, Matthew Benjamin and Praatika Prasad November 7, 2019 by renholding

On October 22, 2019, the Federal Trade Commission announced the first-of-its-kind enforcement action and settlement against the developer and marketer of three tracking applications, Retina-X Studios, LLC and James N. Johns, Jr. In this unprecedented action, the FTC alleged that …

Toxic Unicorns: What Has Been Missed About WeWork’s Fiasco

By John C. Coffee, Jr. November 6, 2019 by renholding

Most everyone has had their say about the collapse of WeWork’s failed initial public offering (“IPO”).[1] Clearly, this failure was overdetermined, as many competing causes can explain it, including: (1) the extraordinary level of self-dealing that its CEO, Adam …

SEC Chair Clayton on Proposals to Reform Proxy Voting System

By Jay Clayton November 6, 2019 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.

Today we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance

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Commissioner Roisman on Modernizing SEC Rules About Proxy Voting Advice

By Elad L. Roisman November 6, 2019 by renholding

I. Introduction – An Important Milestone

Thank you, Chairman Clayton.

I have said before that proxy voting is fundamental to our capital markets.[1] Improving proxy voting is a subject that I am passionate about, and one I have cared

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SEC Commissioner Jackson on Proposals to Restrict Shareholder Voting

By Robert J. Jackson, Jr. November 6, 2019 by renholding

Thank you, Mr. Chairman, and thanks to Commissioner Roisman, Division Director Bill Hinman, and especially the tremendous Staff in the Division of Corporation Finance for their hard work in advance of today’s meeting. And congratulations to all of my colleagues

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SEC Commissioner Lee on Shareholder Rights

By Allison Herren Lee November 6, 2019 by renholding

There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.

The proposed changes to our current proxy regime would make it more costly and more difficult

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Is There Too Much Disclosure?

By Virginia Harper Ho November 5, 2019 by renholding

In 2018 and 2019, the SEC released the first amendments to Regulation S-K to emerge from its decades-long project to “modernize and simplify” the disclosure obligations that apply to publicly traded companies. New proposed amendments released for public comment in …

SEC Chair Clayton Talks Fixed-Income Markets

By Jay Clayton November 5, 2019 by renholding

Thank you, Michael [Heaney]. Good morning everyone. Thank you all for being here and for traveling to our offices in New York.[1] Today’s agenda is full and important. You have assembled expert panels on (1) structured disclosures by municipal

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SEC Commissioner Jackson Delivers Remarks on Fixed-Income Market Structure

By Robert J. Jackson, Jr. November 5, 2019 by renholding

Good morning, and thanks to all of you once again for joining us at today’s meeting of the Fixed Income Market Structure Advisory Committee (FIMSAC). Since my very first day on the Commission—when I began this job by attending my

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The CLS Blue Sky Blog

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

November 2019