Why Proxy Advice Might Be Slanted

By John G. Matsusaka and Chong Shu April 30, 2020 by renholding

In the last two decades, the proxy advice market has consolidated into two companies that some believe control as much as 97 percent of that market, leaving little diversity in available advice. The companies, ISS and Glass Lewis, are opaque …

The Pandemic’s Impact on Board Oversight of Enterprise Risk

By Michael W. Peregrine April 30, 2020 by renholding

One of the most significant corporate governance implications of the pandemic may be its impact on the role and function of a board’s enterprise risk committee. From one perspective, the pandemic may increase that committee’s significance, potentially putting it on …

Should Corporations Have a Purpose?

By Jill E. Fisch and Steven Davidoff Solomon April 29, 2020 by renholding

Purpose is currently one of the hottest topics in corporate governance. Commentators are demanding not only that corporations formally articulate a purpose, but that the corporate purpose embrace the interests of non-shareholder stakeholders or society more generally. In August 2019, …

Wachtell Offers More on What to Say During Earnings Calls in Time of Covid-19

By Mark Gordon, Igor Kirman, Sabastian V. Niles, Wayne M. Carlin, David B. Anders and Lauren M. Kofke April 29, 2020 by renholding

Upcoming first quarter earnings calls may be the most scrutinized in modern corporate history. How to handle these calls in light of the unprecedented social and economic impacts of COVID-19 is a question confronting every company that has not yet …

Why Many Small Companies Have So Far Missed Out on the Paycheck Protection Program

By Brett McDonnell April 28, 2020 by renholding

The Paycheck Protection Program (PPP) is a critical part of the CARES Act, which helps individuals and organizations ride out Covid-19’s initial damage to the U.S. economy. PPP provides for loans to small businesses, and Congress should focus on keeping …

Skadden Discusses How Covid-19 Prompts EU Nations to Protect Against Foreign M&A

By John Adebiyi, Bill Batchelor and Scott C. Hopkins April 28, 2020 by renholding

The coronavirus pandemic has weakened European economies and companies. EU and national governments have expressed concern that foreign investors may opportunistically take advantage of the crisis to acquire domestic companies regarded as strategic.

Acquirers should anticipate the risk that governments …

Fed to the Rescue: Unprecedented Scope, Stretched Authority

By Lev Menand April 27, 2020 by renholding

When it comes to responding to the coronavirus outbreak in the U.S., the Federal Reserve has emerged as one of the most active institutions at the national level. Its bold and timely interventions have halted a monetary breakdown that would …

Freshfields Discusses Compliance with Interim Operating Covenants in Signed M&A Deals

By Ethan A. Klingsberg, Paul M. Tiger and Kelsey MacElroy April 27, 2020 by renholding

Against the backdrop of unexpected developments arising from the COVID-19 pandemic, parties with signed, but not yet closed, M&A transactions are taking a closer look at potential openings for claims of breaches and failures of closing conditions. It seems the …

Columbia’s Program in the Law and Economics of Capital Markets Anticipates Hiring a Post-Doctoral Research Fellow

By Merritt B. Fox April 27, 2020 by renholding

Columbia Law School and Columbia Business School’s Program in the Law and Economics of Capital Markets is seeking a full-time Capital Markets Research Fellow. The appointment is anticipated to run from July 1, 2020, to June 30, 2022.

This position …

How Effective Start-up Governance Attracts Investors

By Mircea Epure and Martí Guasch April 24, 2020 by renholding

In a recent paper, we argue that outside investors are cautious about financing start-ups because such companies often lack a track record and tend to be managed in a less-than professional manner, with founders sometimes putting their own interests …

Why the Proposed Blockchain Token Safe Harbor Makes Sense

By Lee A. Schneider April 24, 2020 by renholding

The application of the U.S. securities laws to blockchain tokens has been a controversial subject, with the Securities and Exchange Commission (SEC) taking an aggressive posture. On February 6, 2020, SEC Commissioner Hester Peirce proposed a non-exclusive safe harbor from …

The Risks and Rewards of Shareholder Voting

By Bernard S. Sharfman April 23, 2020 by renholding

[Editor’s Note: This and the following piece offer a point/counterpoint on shareholder voting.] The SEC’s recently proposed rules on proxy advisers and shareholder proposals have made shareholder voting one of the most prominently debated corporate governance issues ever. In a …

The Value of Shareholder Voting

By Ken Bertsch April 23, 2020 by renholding

Recent debates have sometimes obscured the value of shareholder voting, which the Council of Institutional Investors (CII) regards as a key element in the legitimacy and functioning of the corporate governance system in the United States and elsewhere.

A factor …

Will the Pandemic Sink Deals?

By Anat Alon-Beck and Charles Korsmo April 22, 2020 by renholding

Almost everyone has experienced buyer’s remorse. It’s the feeling of purchasing, say, a big-screen TV at full price, only to see it on sale later for 50 percent off. Imagine, though, agreeing to pay $6 million for a chain of …

Columbia Law Professors Write Two of Top Corporate and Securities Articles

By Reynolds Holding April 22, 2020 by renholding

John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert

…

How Committed Are Active-Investment Managers to ESG?

By Soohun Kim and Aaron S. Yoon April 21, 2020 by renholding

Using environmental, social, and governance (ESG) factors to evaluate investments in companies has in recent years become increasingly popular and controversial. One of the most notable and influential initiatives for ESG investing is the United Nations Principles for Responsible Investment …

SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic

By Adam Fleisher, Sandra Flow, Nick Grabar, Jeffrey Karpf and David Lopez April 21, 2020 by hdh2120

The Securities and Exchange Commission and its senior staff have put out a succession of releases that combine some relief, some guidance and some warnings. The SEC Coronavirus (COVID-19) Response page is available here.

The latest in the series came …

How Benchmark Competition Would Benefit Financial Markets

By Sue S. Guan April 20, 2020 by renholding

In over-the-counter (OTC) markets for assets such as currencies, derivatives, and commodities, staggering sums of money are tied to single, critical financial benchmarks. The London Interbank Offered Rate (LIBOR), for example – often referred to as “the world’s most important …

Paul Weiss Offers M&A at a Glance for March 2020

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Robert B. Schumer April 20, 2020 by renholding

As would be expected given the current environment, M&A activity globally and in the U.S. declined across almost all measures in March. Globally, the number of deals decreased by 3.2%, to 2,527, and total deal value[1] decreased by 17.5%, …

Improving Enforcement and Adjudication at the SEC

By Andrew Vollmer April 17, 2020 by renholding

Earlier this year, the Office of Management and Budget solicited suggestions for “regulatory reforms that will better safeguard due process in the regulatory enforcement and adjudication settings.” That invitation was a rare opportunity to comment on the procedures federal agencies …

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The CLS Blue Sky Blog

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

April 2020