Arnold & Porter Discusses Three Things to Know About PPP Fair Lending Scrutiny

By Richard M. Alexander, Michael Mancusi, David F. Freeman, Jr., Kevin M. Toomey and Stephanie G. Nygard August 18, 2020 by renholding

In response to the COVID-19 pandemic, the Consumer Financial Protection Bureau (CFPB) recently announced that it will adjust its supervision program by rescheduling a portion of its planned examination work. Instead, the agency will conduct prioritized assessments, which it describes …

Public Disclosure and Consumer Financial Protection

By Yiwei Dou and Yongoh Roh August 17, 2020 by renholding

The 2008 financial crisis triggered a surge of interest in regulating consumer financial markets. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 created the Consumer Financial Protection Bureau (CFPB) to safeguard consumer interests. Since 2011, the CFPB …

Wachtell Lipton Discusses the Other “S” in ESG: Building a Sustainable and Resilient Supply Chain

By David M. Silk, David B. Anders, Sabastian V. Niles, Christina C. Ma and Carmen X.W. Lu August 17, 2020 by renholding

The current pandemic, blind spots in information flows through supply lines, the shutdowns in meat processing plants around the world, the ongoing shortages in personal protective equipment and, most recently, the scandal involving British retailer Boohoo, have all underscored the …

Lemonade, Inc.: Harbinger of Future Public Benefit Corporation IPOs?

By Robert S. Rachofsky, Claire E. James and Clifton M. Brannan August 14, 2020 by renholding

The last six months have been marked by profound changes in how we live and interact with one another. The COVID-19 pandemic has cast a spotlight on societal inequities and racial injustice and reinvigorated dialogue around sustainability and environmental reform. …

Skadden Discusses CFTC’s Final Cross-Border Swaps Rule

By Joseph Vebman, Mark D. Young, Jonathan Marcus and Daniel B. O'Connell August 14, 2020 by renholding

On July 23, 2020, the Commodity Futures Trading Commission (CFTC or Commission) voted 3-2 to approve a final rule (Final Rule) on the cross-border application of certain swap provisions under the Commodity Exchange Act (CEA).1 The Final Rule represents a …

The Politics of Institutional Shareholder Voting: Transparency Before Reform

By Isabel Verkes August 13, 2020 by renholding

On July 22, the SEC finalized a sweeping rule change to enhance the transparency around the role of proxy advisers. This follows an earlier proposal to reform the process for including shareholder proposals in a company’s proxy statement.^[1] These …

The False Dichotomy of Corporate Governance Platitudes

By Jeffrey M. Lipshaw August 12, 2020 by renholding

Last August, the Business Roundtable (an organization of around 200 corporate CEOs) announced it was amending its Principles of Corporate Governance to eliminate the statement that the “primary purpose” of a corporation was to serve its shareholders. The CEOs wanted …

How to Integrate New Corporate Directors Online

By Seth C. Oranburg and Benjamin P. Kahn August 12, 2020 by renholding

The coronavirus may have ended the office era. Even though governments allowed businesses to reopen, few workers have returned to offices. It is not clear how many will ever return. Tech giant Facebook, for example, plans to shift up …

COVID-19: Impossible Contracts and Force Majeure

By Andrew A. Schwartz August 11, 2020 by renholding

The COVID-19 pandemic of 2020 – as well as government orders to contain it – have prevented countless people, babysitters to basketball players, from fulfilling their contracts. Are all of these parties legally liable for breaching their contracts? Or …

Marginal Benefits of the Core Securities Laws

By Kevin S. Haeberle August 10, 2020 by renholding

To many, the core securities laws on disclosure, fraud, and insider trading are desirable from an investor-protection perspective. But the dominant law and economics view is dubious of this thinking. Under this view, securities prices are discounted to reflect obstacles …

Skadden Reviews ESG for First Half of 2020

By Scott C. Hopkins, Simon Toms, Adam M. Howard and Patrick Tsitsaros August 10, 2020 by renholding

Interest in the environmental, social and governance (ESG) policies of companies and their impact on the wider community has continued to increase amongst institutional investors, retail shareholders and the media during the first half of 2020. The COVID-19 pandemic and …

Artificial Intelligence in Hiring: Problem or Solution?

By Kimberly A. Houser August 7, 2020 by renholding

In my new paper, I explain how the creation of responsible artificial intelligence (AI) can address why women and under-represented minorities have a difficult time gaining a foothold in male-dominated industries. This is an especially important topic today as companies …

Wachtell Lipton Discusses the Purpose and Objective of the Corporation

By Martin Lipton, Steven A. Rosenblum, William Savitt, Karessa L. Cain, Hannah Clark and Bita Assad August 7, 2020 by renholding

As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit …

The Case for Contingent Shareholder Action

By Mira Ganor August 6, 2020 by renholding

Shareholder action is restricted to a binary choice, a decision that requires a “yes” or a “no.” For example, shareholders may be asked whether or not to participate in a tender offer, redeem SPAC shares, exercise preemptive rights, or approve …

Morrison & Foerster Discusses Buying Shares of Private Companies from Existing Shareholders

By Amit Kataria and Brian Snyder August 6, 2020 by renholding

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds (primary issuances) grab most of the headlines. However, …

Could Social Media Give Small Investors Greater Say in Corporate Governance?

By James Ang, Charles Hsu, Di Tang and Chaopeng Wu August 5, 2020 by renholding

In a new paper, we ask whether social media could have a role in corporate governance. Prior to the advent of social media, a small shareholder faced prohibitive costs to reach other investors. For example, she would have had to …

Davis Polk Discusses IRS Proposal on Carried Interest Regulations

By David Schnabel, Patrick Sigmon and Ethan Goldman August 5, 2020 by renholding

On July 31, the IRS and Treasury proposed regulations (the “Carried Interest Regulations”) on the taxation of carried interest under Section 1061 of the tax code. Section 1061 was added to the tax code as part of the 2017 tax …

Executive Private Misconduct

By Tom C.W. Lin August 4, 2020 by renholding

Over the last few years, misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. The misconduct has ranged from the inadvisable to the unethical to the criminal. Almost …

Caremark and ESG

By Leo E. Strine, Jr., Kirby M. Smith and Reilly S. Steel August 3, 2020 by renholding

Climate change, economic insecurity and inequality, and worries that some companies and industries have grown too large, concentrated, and powerful have heightened concern about whether business entities conduct themselves in society’s best interests. The profound human and economic harm of …

SEC’s Division of Investment Management Director Takes Stock and Looks Ahead

By Dalia Blass August 3, 2020 by renholding

Good Morning. Thank you Barry [Barbash] and Paul [Roye] for the kind introduction and thank you and PLI for inviting me to speak again with you. I looked back at my remarks the last time I was with you. Two

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The CLS Blue Sky Blog

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

August 2020