Which Companies Crowdfund?

By Andrew Abraham Schwartz May 29, 2020 by renholding

The JOBS Act and Regulation Crowdfunding were intended to create a new and inclusive type of online capital market where all entrepreneurs, regardless of their physical location, gender, or anything else, can go directly to the public (the “crowd”) to …

Skadden Discusses UK Covid-19 Bill to Aid Business, Restructuring

By Dominic McCahill, Peter Newman and James D. Falconer May 29, 2020 by renholding

On 20 May 2020, the U.K. government published the Corporate Insolvency and Governance Bill (the bill), which includes measures designed to help businesses through the COVID-19 pandemic and features important substantive reforms to U.K. restructuring law, whose introduction has been …

Covid-19 and Bankruptcy: A Case For “Light-Touch” Reorganizations

By Kumar Kartikeya Sharma May 28, 2020 by renholding

Different countries have adopted various strategies to prevent or delay initiation of insolvency proceedings and protect businesses in the wake of the Covid-19 crisis. Global response has broadly been along the lines of providing direct financial aid (by way of …

Chairman Clayton Speaks to SEC’s Asset Management Advisory Committee

By Jay Clayton May 28, 2020 by renholding

I look forward to hearing the Committee’s insights into the effects of the pandemic on the asset management industry and, in particular, our long-term Main Street investors.[1] An essential component of our national response to, and recovery from, COVID-19

…

Can a Broader Corporate Purpose Redress Inequality?

By Matteo Gatti and Chrystin Ondersma May 27, 2020 by renholding

Well before the Covid-19 pandemic, policymakers and scholars were focused on the debate over corporate purpose and the fragility of an economic system marked by stagnation and runaway inequality. As a solution, many urged a shift from shareholder primacy (the …

Wachtell Lipton on the Purpose of the Corporation

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain May 27, 2020 by renholding

The growing view that corporations should take into account environmental, social and governance (ESG) issues in running their businesses, and resistance from those who believe that companies should be managed solely to maximize share price, has intensified the focus on …

Leniency-for-Compliance in Corporate Crime: Examining Both Sides of the Exchange

By Miriam H. Baer May 26, 2020 by renholding

For over two decades, the federal government has employed roughly the same approach to corporate crime. Prosecutors promise leniency in exchange for corporations’ commitment to improve the internal structures and systems that ensure their employees’ compliance with law. Over the …

Commissioner Peirce Speaks to SEC Investor Advisory Committee

By Hester M. Peirce May 26, 2020 by renholding

Thank you Anne [Sheehan] and other members of the committee for arranging an impressive list of panelists to share their views and perspectives on the important topics on today’s agenda. The committee has not let COVID-19 stop it from holding

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New Kids on the Block: The Effect of Generation X Directors on Corporate Performance

By Zhaozhao He, Mihail Miletkov and Viktoriya Staneva May 22, 2020 by renholding

Generational identity can influence many aspects of life, from family and work to political views to consumer and corporate behavior. In the United States today, there are four adult generations: Millennials (born 1982 – 2005), Generation X (born 1961 – …

Is Stakeholderism Bad for Stakeholders?

By Martin Petrin May 21, 2020 by renholding

A series of recent papers (here, here, and here, for example) have argued that maximizing shareholder value remains the proper goal of the modern corporation – and in some cases that stakeholderism is in fact harmful…

Cleary Gottlieb Discusses European Merger Control During the Pandemic

By Nicholas Levy, Richard Pepper, Anita Ng and Géraldine Babin May 21, 2020 by renholding

As the COVID-19 pandemic causes commercial and financial difficulties, many businesses will be considering M&A to address strategic issues, take advantage of market opportunities, and, in some cases, ensure their survival. This memorandum considers the merger control implications of the …

Making Sense of Out-of-Pocket Damages

By Richard A. Booth May 20, 2020 by renholding

Most securities fraud class actions under SEC Rule 10b-5 involve revelation of negative information about the defendant company that should have been disclosed earlier – bad news that (allegedly) has been covered up by company agents. The standard remedy in …

Skadden Discusses Enforcement Risks and the CARES Act

By Boris Bershteyn, Jamie L. Boucher, Christopher J. Gunther, Ryan D. Junck and David Meister May 20, 2020 by renholding

The Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which was signed into law on March 27, 2020, provided for the establishment and expansion of a range of economic assistance programs designed to help U.S. businesses manage …

Does State Sponsor of Terrorism Disclosure Limit SEC Financial Reporting Oversight?

By Robert Hills, Matthew Kubic and William J. Mayew May 19, 2020 by renholding

The Securities and Exchange Commission (SEC) regularly reviews financial filings to ensure compliance with accounting standards and other disclosure requirements. The SEC review team analyzes firm’s financial filings and asks questions (in a comment letter) about perceived deficiencies. A comment …

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

By Matthew W. Abbott, Scott A. Barshay, Ariel J. Deckelbaum, Jeffrey D. Marell, Robert B. Schumer and Taurie M. Zeitzer May 19, 2020 by renholding

COVID-19 had a marked impact on M&A in April, extending the decline observed in March across all measures. Globally, the number of deals decreased by 24.2%, to 2,036, and total deal value[1] decreased by 44.3%, to $118.34 billion. U.S. …

Should the Modern Corporation Maximize Shareholder Value?

By Sanjai Bhagat and R. Glenn Hubbard May 18, 2020 by renholding

Fifty years ago this year, Milton Friedman, later to be a Nobel laureate in economics, famously argued that corporate governance should focus solely on shareholder value maximization, while conforming to applicable laws and regulations. That view was controversial then. After …

SEC Chair Clayton Speaks on Market Function and Monitoring and Disclosure

By Jay Clayton May 18, 2020 by renholding

From a systemic risk point of view, the SEC’s primary responsibilities[1] in this period of stress are three-fold:

Market function. Using our authority, expertise and experience to help ensure the continuing, orderly and fair function of the securities

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The Phenomenon of the Television Ad as Investment Tip

By Jura Liaukonyte and Alminas Zaldokas May 15, 2020 by renholding

Amid the turbulence in stock markets, retail investors continue to look for investment ideas. With thousands of publicly-traded stocks available, many retail investors often resort to their recent personal experiences when deciding on which stocks to buy or sell. Maybe …

Gibson Dunn Offers M&A Report – 2019 Year-End Activism Update

By Barbara L. Becker, Saee Muzumdar, Eduardo Gallardo, Richard J. Birns and Daniel Alterbaum May 15, 2020 by renholding

This Client Alert provides an update on shareholder activism activity involving NYSE- and Nasdaq-listed companies with equity market capitalizations in excess of $1 billion and below $100 billion (as of the last date of trading in 2019) during the second …

Executive Override of Central Banks in the United States and the United Kingdom

By Michael Salib and Christina Skinner May 14, 2020 by renholding

What makes a central bank “independent?” As most central bank scholars and policy-makers would likely answer that question, “it depends” – it depends on the bank, the function it is performing, and the political-economy of the times. Still, as complicated …

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The CLS Blue Sky Blog

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

May 2020