The Lowdown on SEC Approval of the NYSE Primary Direct Listing Proposal

By Anat Alon-Beck, Robert Rapp and John Livingstone December 24, 2020 by renholding

Direct listings, the most promising disruptor of IPOs, received a significant boost this week, thanks to the U.S. Securities and Exchange Commission (SEC) ruling on a petition from the Council of Institutional Investors.

Most common in the tech industry, direct …

Chairman Clayton’s Farewell to the SEC

By Jay Clayton December 24, 2020 by renholding

I recently submitted a letter to President Donald J. Trump informing him that today, December 23, 2020, will be my last day as Chairman of the Securities and Exchange Commission. The text of the letter is included below.

I again

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Rethinking Corporate Purpose … But Not as One Might Expect

By Paul B. Miller December 23, 2020 by renholding

Corporate purpose is having a moment, as it seems to do each generation or so. The Business Roundtable made waves last year by pivoting away from shareholder centrism in its “redefinition” of corporate purpose. Directors, officers, institutional investors, and others …

Cooley Discusses Delaware Chancery Case on MACs and Business Covenants During COVID

By Barbara Borden, Kevin Cooper, Caitlin Gibson and Ian Nussbaum December 23, 2020 by Nisha Chandra

In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result …

Covid and the Corporate Family

By Carliss Chatman December 22, 2020 by renholding

My article, Corporate Family Matters, proposes a definition of and governance regime for a particular type of corporate group – the family. I define the family as an enterprise formed by weaving corporations, partnerships, and LLCs together into a …

Paul Weiss Discusses Defense Spending Bill With Provisions Expanding SEC Disgorgement

By Brad S. Karp, Susanna M. Buergel, Jane B. O’Brien, Walter Rieman and Daniel S. Sinnreich December 22, 2020 by renholding

On December 11, 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021, H.R. 6395 (the “NDAA”). The $740.5 billion bill includes language amending the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the SEC with …

Contract Design, Default Rules, and Delaware Corporate Law

By Jeffrey Manns and Robert Anderson December 21, 2020 by renholding

Incomplete contract theory recognizes that parties have neither the interest, nor the time, nor the ability to anticipate and address every contingency in contracts. The more complex and time-sensitive the transaction, the more practical constraints force lawyers to limit the …

Weil Gotshal Discusses Supreme Court’s Upcoming Class Certification Case

By Joseph S. Allerhand, Stacy Nettleton and Joshua M. Glasser December 21, 2020 by Nisha Chandra

On Friday night, December 11, 2020, tucked below its order denying Texas’s bid to overturn the results of the Presidential election, the U.S. Supreme Court agreed to review what petitioners Goldman Sachs Group, Inc. and its former top executives (“Goldman”) …

The Role of Institutional Investors in Stakeholder Capitalism

By Giovanni Strampelli December 18, 2020 by renholding

Institutional investors are increasingly playing a major role in the shift toward stakeholder capitalism. They are also facing pressure from their clients and others to focus more on ensuring that their investments promote corporate sustainability. Such expectations are reinforced by …

Paul Weiss Discusses SEC Proposal to Permit Offering Gig Workers Equity Compensation

By Mark S. Bergman, Brian M. Janson, John C. Kennedy, Jean M. McLoughlin and Lawrence I. Witdorchic December 18, 2020 by Nisha Chandra

The SEC has proposed amendments that would permit, for a temporary five-year trial period, companies to offer equity compensation to “platform workers” (gig economy workers who provide services by means of an internet or other technology based marketplace platform) under …

Independent Central Banks: The Politics of Reversals

By Andreas Kern and Jack Seddon December 17, 2020 by renholding

In the United States, President Trump has struggled to decide whether Jay Powell or China’s Chairman Xi is the greater enemy to the U.S. In Turkey, President Erdogan concluded that “interest rates are the mother of all evil,” switched out …

SEC Chair Speaks on Resource Extraction Disclosure Rules

By Jay Clayton December 17, 2020 by renholding

Today [December 16], we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act. In 2010, Section 1504 added Section 13(q) to the Securities Exchange Act of 1934, which directed the Commission to

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Sex, Power, and Corporate Governance

By Amelia Miazad December 16, 2020 by renholding

On December 1, the Nasdaq Stock Market asked the Securities and Exchange Commission (SEC) for authority to adopt new listing rules aimed at increasing board gender and racial diversity. If approved, Nasdaq-listed companies will be required to disclose their board …

Wachtell Lipton Discusses Recent Developments with DGCL Section 220 as Pre-Complaint Discovery

By William Savitt, Sarah K. Eddy and Cynthia Fernandez Lumermann December 16, 2020 by renholding

Two recent decisions of the Delaware courts confirm that Section 220 of the Delaware General Corporation Law will be consistently interpreted to grant pre-complaint discovery to stockholders seeking to prepare fiduciary-breach litigation.

In Pettry v. Gilead Sciences, Inc., a …

Funding Crises: An Empirical Study of the Paycheck Protection Program

By William A. Birdthistle and Joshua Silver December 15, 2020 by renholding

Soon after the coronavirus pandemic erupted in the spring, Congress enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, pumping $2.2 trillion into the economy. Now, nine months later, many of that law’s critical elements have ended or will …

Do Corporate Sustainability and Sustainable Finance Generate Better Financial Performance?

By Ulrich Atz, Tracy Van Holt and Zongyuan (Zoe) Liu December 15, 2020 by renholding

Sustainability in business and environmental, social, or governance (ESG) factors in finance have entered the mainstream. In 2020, the CEO of Blackrock wrote: “Our investment conviction is that sustainability and climate integrated portfolios can provide better risk-adjusted returns to investors.”…

The Rise of International Corporate Law

By Mariana Pargendler December 14, 2020 by renholding

What do the emergence of independent directors in South Korea, the legal reforms on related-party transactions in India, the continued rise of environmental, social, and governance (ESG) factors in the United States, and the global spread of corporate governance codes …

Skadden Discusses the Intersection of Sustainability Agreements and Antitrust Laws in the EU

By Bill Batchelor, Frederic Depoortere, Giorgio Motta, Ingrid Vandenborre, Aurora Luoma and Aristeidis Demiroglou December 14, 2020 by Nisha Chandra

Sustainability issues are increasingly high on the list of competition policy priorities both at the European Union and member state levels. The European Commission (EC) and national competition authorities are actively rethinking how competition policy can better support the transition …

A Tale of Two Enforcement Venues: Why the SEC’s Choice of Where to File Cases Matters

By Xin Zheng December 11, 2020 by renholding

The Dodd-Frank Act of 2010 allows the Securities and Exchange Commission (SEC) to bring enforcement actions and impose civil penalties in administrative proceedings as alternatives to federal district courts. Some argue that this gives the SEC a “home-court” advantage. For …

Latham & Watkins Discusses IP in the UK After Brexit

By Deborah J. Kirk and Terese Saplys December 11, 2020 by snehapandya

On September 28, 2020, the UK government made the Intellectual Property (Amendment etc.) (EU Exit) Regulations 2020 (IP Regulations 2020), which amend the intellectual property (IP) regime in the UK to reflect Brexit-related changes once the transition period ends. …

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The CLS Blue Sky Blog

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

December 2020