How “Books and Records” Rewrote the Rulebook

By Roy Shapira June 30, 2020 by renholding

One of the most important developments in Delaware corporate law recently has been the expansion of shareholder rights to company information. Shareholders can now use their general right to inspect a company’s “books and records” (Section 220 of the Delaware …

Paul Weiss Discusses Enhanced Cooperation Between SEC and DOJ Antitrust Division

By Mark S. Bergman, Joseph J. Bial, William B. Michael, Lorin L. Reisner, Charles F. (Rick) Rule and Richard Tarlowe June 30, 2020 by renholding

On June 22, the Antitrust Division of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) announced that they have signed a memorandum of understanding (MOU) to enhance cooperation between the two agencies. According to the agencies’ …

The Global Diffusion of Stewardship Codes Post-COVID-19

By Dionysia Katelouzou June 29, 2020 by renholding

The rapid global spread of COVID-19 in the first half of 2020 has had serious repercussions for governments, corporations, and institutional investors. Government responses have largely been fragmented, with each nation prioritizing its own interests and following the science of …

SEC Update on Regulatory Relief During the Pandemic

By Jay Clayton, William Hinman, Dalia Blass and Brett Redfearn June 29, 2020 by renholding

The U.S. Securities and Exchange Commission’s efforts in response to the COVID-19 pandemic are centered, first and foremost, on the health and safety of our employees and all Americans. The Commission’s recognition of the corresponding need of market participants to

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Stress Testing During a Pandemic

By Kathryn Judge June 26, 2020 by renholding

Yesterday, the Federal Reserve announced the results of its annual stress tests. This was the first time since 2009 that the Fed had stress tested large banks during a period of systemic distress. In a new paper, Stress Testing During …

The Competitive Landscape of the Proxy Advice Market

By Chong Shu June 25, 2020 by renholding

Despite long-standing efforts to understand the proxy advice market, there is no way to identify the firms that supply specific investors with proxy advice, making claims about market shares conjectural at best. Nevertheless, it is widely believed that ISS and …

SEC Chief Accountant on Importance of High-Quality Financial Reporting in Light of Covid-19

By Sagar Teotia June 25, 2020 by renholding

On April 3, 2020, the Office of the Chief Accountant (OCA) issued a statement[1] regarding the importance of high-quality financial reporting in light of the significant impacts of COVID-19.[2] At that time, in addition to facing a number

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Estimating the Need for Additional Bankruptcy Judges in Light of the COVID-19 Pandemic

By Benjamin Iverson, Jared A. Ellias and Mark J. Roe June 24, 2020 by renholding

We recently estimated the U.S. bankruptcy system’s ability to absorb an anticipated surge of financial distress among American consumers, businesses, and municipalities as a result of COVID-19.

An increase in the unemployment rate has historically been a leading indicator of …

Sullivan & Cromwell Discusses Significant Ruling on EU Merger Control

By Foad Hoseinian, Juan Rodriguez, Michael Rosenthal and Marielena Doeding June 24, 2020 by renholding

On 28 May 2020, the General Court of the European Union (“General Court”) handed down its judgment in Case 399/16 CK Telecoms UK Investments Ltd v European Commission (the “Judgment”), annulling the decision of the European …

Do Corporations Worldwide Still Prefer Delaware?

By William J. Moon June 23, 2020 by renholding

Hardly a day goes by without a headline about the brewing tension between the United States and China. But even as the Trump administration mulled de-listing Chinese firms traded in American securities markets, and Nasdaq reportedly planned to tighten its …

Cahill Gordon Discusses Second Circuit Decision on Corporate Scienter in Securities Fraud

By Joel Kurtzberg, Adam S. Mintz and William C. McCaughey June 23, 2020 by renholding

The lynchpin of many securities fraud cases is whether a plaintiff can establish with particularity that a defendant acted with scienter (i.e., fraudulent intent). Where the defendant is an individual person, this question may be relatively straightforward. Where the defendant …

State Section 11 Litigation in the Post-Cyan Environment (Despite Sciabacucchi)

By Michael Klausner, Jason Hegland, Carin LeVine and Jessica Shin June 22, 2020 by renholding

It has been two years since the Supreme Court’s decision in Cyan v. Beaver County Employees Retirement Fund[1] permitted securities class actions alleging violations of the Securities Act of 1933 to be litigated in state courts nationwide. The court …

Skadden Discusses Significant Ninth Circuit Ruling on Scienter in Securities Fraud

By Peter B. Morrison, Virginia Milstead, Winston P. Hsiao, Zachary Faigen and Raza Rasheed June 22, 2020 by renholding

On June 10, 2020, the Ninth Circuit affirmed the dismissal of a putative securities fraud class action in a potentially significant decision for securities defendants, particularly those in the pharmaceutical, biotech and medical device space. The Ninth Circuit in Nguyen …

Explaining Dirks

By Andrew Vollmer June 19, 2020 by renholding

Dirks v. SEC established the fraud claim for tipping as part of the insider trading prohibition in the federal securities laws. An essential element of the claim was proof that the insider personally benefited from disclosing confidential information to the …

SEC Chair Speaks on Small Business Capital Formation

By Jay Clayton June 19, 2020 by renholding

Welcome to the 39^th Annual Small Business Forum. I want to thank Martha and the staff in the Office of the Advocate for Small Business Capital Formation – that includes Colin, Jenny, Jessica, Julie, Malika and Todd – for

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Cleary Gottlieb Discusses OCC’s Proposed Updates to Digital Banking, Bank Activity Rules

By Hugh C. Conroy Jr. and Zachary Baum June 18, 2020 by renholding

On June 4, the Office of the Comptroller of the Currency published a Proposal to update rules applicable to the activities and operations of national banks and Federal savings associations. Comments on the Proposal are due August 3. Simultaneously with …

Do CFOs Matter? International Evidence from the M&A Process

By Stephen P. Ferris and Sushil Sainani June 17, 2020 by renholding

The stereotypical image of the chief financial officer (CFO) as a mere bean-counter who only settles the books and tracks regulatory compliance no longer applies. Today, the CFO’s role has evolved from back-office treasurer to strategic business partner of the …

SEC Chair Clayton Speaks on Municipal Securities Disclosure

By Jay Clayton June 17, 2020 by renholding

Good afternoon everyone. Thank you to the Office of Municipal Securities for organizing this conference. And thank you to all the panelists for taking time to join us today.[1]

State of the Municipal Securities Market

Since December 2018, when

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Environmental and Social Voting at the Big Three

By Caleb N. Griffin June 16, 2020 by renholding

Environmental and social (E&S) issues are an increasingly publicized component of investment management. Large fund families, including the “Big Three” of Vanguard, BlackRock, and State Street, market themselves as advocates for the environment, women, workers in developing countries, and other …

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The CLS Blue Sky Blog

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

June 2020