Kirkland & Ellis Discusses Shareholder Activism Trends in Real Estate Investment Trusts After COVID-19

By Michael Brueck, Shaun Mathew and David Perechocky October 19, 2020 by Nisha Chandra

Even before the emergence of the COVID-19 pandemic, shareholder activism had become a mainstay of public company life in the real estate investment trust world. But in the wake of the pandemic, which upended business as usual in a number …

Closing the “RegLag” Between Prospective Regulated Activity and Regulation

By John W. Bagby and Nizan G. Packin October 16, 2020 by renholding

There is often a significant delay between the start of an activity that ends up being regulated and the moment a regulatory response is announced or adopted. This regulatory lag (RegLag) enables individuals, firms, and regulators to engage in undesirable …

Gibson Dunn Offers 2020 Mid-Year Activism Update

By Dennis Friedman, Barbara Becker, Richard Birns, Eduardo Gallardo and Daniel Alterbaum October 16, 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 close of trading on June 30, 2020) during the …

The Politics of Regulatory Compliance and Enforcement

By Jodi L. Short October 15, 2020 by renholding

In a recent article, I compile a comprehensive toolkit for researchers investigating political influences on enforcement, compliance, and corporate governance outcomes. I review different conceptualizations of politics in regulatory theory. I collect both qualitative and quantitative empirical studies that …

Gibson Dunn Discusses Stock-for-Stock Mergers During the Coronavirus Crisis

By Stephen I. Glover, Eduardo Gallardo, Alisa Babitz, Marina Szteinbok and Ann-Marie Harrelson October 15, 2020 by Nisha Chandra

The widespread economic uncertainty caused by COVID-19 poses distinct challenges for buyers and sellers seeking to identify M&A opportunities, as companies evaluate the impact of the pandemic on their businesses to date, and seek to predict its future impact. Continued …

Short Sellers and Plaintiffs’ Firms: A Symbiotic Ecosystem

By Joshua Mitts October 14, 2020 by renholding

On October 8, 2020, in In re BofI Securities Litigation, the United States Court of Appeals for the Ninth Circuit reversed the district court’s finding that the plaintiffs had not adequately alleged loss causation when claiming that BofI Holding portrayed …

Arnold & Porter Discusses Waste and Abuse of Covid-19 Relief Funds

By Michael Roig, Kevin Toomey and Jonathan Green October 14, 2020 by renholding

For the last several months, Arnold & Porter has been tracking the Department of Justice’s announcements of fraud cases involving the alleged misappropriation of funds provided by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). So far, …

Bankruptcies and the Covid-19 Crisis

By Jialan Wang, Jeyul Yang, Benjamin Charles Iverson and Raymond Kluender October 13, 2020 by renholding

The COVID-19 pandemic has disrupted normal life and triggered massive economic slowdowns. In the United States, consumer spending has dropped dramatically and unemployment temporarily hit the highest levels since the Great Depression. As a result, many experts have projected a …

Cleary Gottlieb Discusses Why Second Circuit Should Abandon “Core Operations” Doctrine

By Jared Gerber, Kayla Rooney and Brad Lenox October 13, 2020 by renholding

In the Private Securities Litigation Reform Act of 1995, Congress imposed heightened pleading standards on securities fraud claims in order to discourage the filing of unmeritorious litigation.[1] Key among these standards are the dual requirements that a complaint “state …

Ernst Freund as Precursor of the Rational Study of Corporate Law

By David Gindis October 12, 2020 by renholding

It is now widely recognized that legal entity status fulfills important economic functions by separating a firm’s business assets and the personal assets of its founders, directors, or shareholders, and that this separation is stronger in corporations than in partnerships …

Cleary Gottlieb Discusses the Morrison Decision, 10 Years On

By Jared Gerber, Roger Cooper and Andy Bernstein October 12, 2020 by renholding

Ten years ago, the U.S. Supreme Court issued its landmark decision in Morrison v. National Australia Bank Ltd., which limited the extraterritorial application of the federal securities laws in order to prevent the United States from becoming “the Shangri-La of …

Corporate Governance in the Presence of Active and Passive Delegated Investment

By Adrian Aycan Corum, Andrey Malenko and Nadya Malenko October 9, 2020 by renholding

Institutional ownership has grown tremendously over recent decades, rising to more than 70 percent of U.S. public firms. The composition of institutional ownership has also changed, with a remarkable growth in passive funds: The fraction of equity mutual fund assets …

SEC Chair Speaks on FY 2020 Results

By Jay Clayton October 9, 2020 by renholding

Thank you, Stephanie [Avakian], for that kind introduction. I am pleased that this annual event can continue in our new virtual environment. Thank you all for taking the time to participate today and for your continued interest in the work

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Separating Owners from Control: The Proposed DOL Proxy Voting Rule and Other Actions on Shareholder Activism

By Frederick Alexander October 8, 2020 by renholding

On October 3, The Shareholder Commons and B Lab submitted their comment on a recent new rule (the “Proxy Proposal”) proposed by the Department of Labor (the “DOL.”) The Proxy Proposal would limit independent proxy voting by pension trustees. It …

Cleary Gottlieb Discusses Business Interruption Claims in the UK After COVID-19

By James Brady, Ufuoma Brume, Tim Vogel, Lina Bensman and Canem Ozyildirim October 8, 2020 by Nisha Chandra

Following the decision of the English High Court[1] in the high profile test case brought by the UK’s Financial Conduct Authority (the “FCA”), the UK insurance industry faces the prospect of being liable to cover losses relating to COVID-19 …

Climate Change as Systemic Risk

By Barnali Choudhury October 7, 2020 by renholding

Governments have tended to treat climate change as primarily an issue of environmental policy. Recent climate change-related events, ranging from hurricanes to forest fires to floods, and their devastating effects on the global economy, however, are gradually alerting regulators and …

Paul Hastings Discusses Internal Document Review in M&A and the Amazon/Deliveroo Case

By Pierre Kirch and Camille Paulhac October 7, 2020 by Nisha Chandra

In recent years, there has been a proliferation of merger control rules throughout the world as well as policy changes in the field. As shown by Amazon’s experience in its recent 16% minority shareholding acquisition of the online restaurant delivery …

What Factors Affect Global Investment in Private Equity?

By Serdar Aldatmaz, Gregory W. Brown and Asli Demirgüç-Kunt October 6, 2020 by renholding

Since the1990s, global investment in private equity has increased from under $10 billion per year to well over $100 billion. Over the same period, there has also been a shift from public markets in major economies like the U.S. and …

Davis Polk Discusses FTC’s Proposed Rules for Hart-Scott-Rodino Filings

By Arthur Burke, Ronan Harty, Howard Shelanski, Jesse Solomon and Mary Marks October 6, 2020 by Nisha Chandra

On September 21, 2020, the Federal Trade Commission published a Notice of Proposed Rulemaking (“NPRM”) pertaining to pre-merger notification rules under the Hart-Scott-Rodino Act that was supported by the Department of Justice. The FTC proposes changing the definition of “person” …

Equity Index Futures: A Mature Market with Unresolved Regulatory Challenges

By Lynn Bai October 5, 2020 by renholding

Equity index futures are futures contracts written on equity indices such as the S&P 500 or the Dow Jones Industrial Average. Deriving values from the underlying indices, index futures offer expedience to investors interested in a broad economic sector or …

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The CLS Blue Sky Blog

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

October 2020