March 2021

Why M&A Rumors Cause a Dip in Firm Productivity

By Christian Andres, Dmitry Bazhutov, Douglas Cumming and Peter Limbach March 17, 2021 by renholding

Rumors are common in financial markets and often relate to mergers and acquisitions (M&A). While the majority of M&A rumors originate from speculation or opinion pieces (Jia et al., 2020) and never turn into deal announcements, academic research finds that …

Acting Chair Lee Speaks on Meeting Investor Demand for Climate and ESG Information at the SEC

By Allison Herren Lee March 17, 2021 by renholding

Thank you, John [Podesta], and thanks to the whole team here at the Center for American Progress, for hosting me today. I’ve had the honor of serving as Acting Chair of the SEC for nearly two months now, and I

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The Management Case for Inclusionary Corporate Purpose

By J.S. Nelson March 16, 2021 by renholding

The most vital and deeply practical argument for more broadly understanding corporate purpose comes from the management literature and the data on how to motivate people in organizations. Put simply, people in organizations do not work as hard or come …

Latham & Watkins Discusses Virginia Consumer Data Protection Act

By Jennifer C. Archie, Michael H. Rubin, Marissa R. Boynton and Alexander L. Stout March 16, 2021 by snehapandya

On March 2, 2021, Virginia Governor Ralph Northam signed comprehensive state privacy legislation titled the Consumer Data Protection Act (CDPA). Previously, the Virginia Senate unanimously passed the bill on February 5, 2021, and the Virginia House of Delegates followed suit …

Pay for Destruction: The Executive Compensation Arrangements That Encourage Value-Decreasing Stock Buybacks

By Nitzan Shilon March 15, 2021 by renholding

We are living through a stock buyback revolution. Over the last decade, the amount that U.S. public firms have spent on buying back stock from their shareholders rose threefold to a record level of roughly $1 trillion in each of …

Wachtell Lipton on Whether the SEC Is Pushing the Boundaries of Regulation FD

By John F. Savarese and Wayne M. Carlin March 15, 2021 by renholding

On March 5, the SEC brought an enforcement action charging a public company and three of its investor relations personnel with violations of Regulation FD, alleging that the company’s IR personnel had fed non-public information to sell-side research analysts in …

The Agency Costs of Sustainable Capitalism

By Anna Christie March 12, 2021 by renholding

At the World Economic Forum in Davos in January 2020, Larry Fink – the chief executive of the world’s largest asset manager, BlackRock – wore a climate change-themed scarf. It featured the “warming stripes” visual, where the color …

Simpson Thacher Discusses SEC Framework for Use of Derivatives by Regulated Funds

By David Blass, Ryan Brizek, Rajib Chanda, Debbie Sutter and Andy Madore March 12, 2021 by Nisha Chandra

In a widely anticipated action that was years in the making, the SEC adopted Rule 18f-4 under the 1940 Act prior to the conclusion of former Chair Jay Clayton’s tenure.  The rule overhauls the regulatory framework for the use of …

The Lowdown on SPACs

By Minmo Gahng, Jay Ritter and Donghang Zhang March 11, 2021 by renholding

In 2020, the number of IPOs by a Special Purpose Acquisition Company (SPAC) set records: A total of 248 SPAC IPOs raised over $75 billion. The boom continues in 2021: Each of January and February has seen over 90 SPAC …

Kirkland & Ellis Discusses ESG and Climate Regulatory Developments Affecting Private Equity

By Jennie Morawetz, Alexandra Farmer, Marian Fowler, Elizabeth Dyer and Raya Treiser March 11, 2021 by Nisha Chandra

In the second half of 2020, demand for ESG-focused investments continued to accelerate, and data showing the outperformance of those investments during the COVID-19 pandemic has set the stage for robust demand to continue in 2021. In his recent letter …

Toward a Better Coordinated Regulatory Response to Cryptoassets

By Carol Goforth March 10, 2021 by renholding

On Monday, January 8, 2021, Tesla announced in a filing with the Securities and Exchange Commission that it had purchased $1.5 billion worth of Bitcoin.[1] This purchase coincided with a dramatic increase in the price of the cryptoasset, which …

Patterson Belknap Discusses Consumer Data Privacy in New York

By Christina Seda-Acosta and Alejandro H. Cruz March 10, 2021 by Nisha Chandra

As the national landscape of data privacy laws evolves, New York may be poised to follow California in passing legislation that creates new data rights for New York consumers.  New York is no stranger to this field.  The New York …

Market Myopia’s Climate Bubble

By Madison Condon March 9, 2021 by renholding

A growing number of financial institutions, from BlackRock to the Bank of England, have reached the conclusion that markets are not accurately assessing climate change-related risks. European Central Bank President Christine Lagarde recently warned that central bankers “will have to …

Skadden Discusses Trends in Securities Class Action Filings

By Jay B. Kasner, Scott D. Musoff, Susan L. Saltzstein and William J. O'Brien III March 9, 2021 by snehapandya

Despite unprecedented disruptions to the court system from the COVID-19 pandemic, plaintiffs continued to bring securities class actions at elevated levels in 2020 — a sign that filings will remain high in the year ahead. Based on data from Cornerstone …

Stealth Acquisitions and Product Market Competition

By John D. Kepler, Vic Naiker and Christopher R. Stewart March 8, 2021 by renholding

In a recent study, we examine whether firms structure their mergers and acquisitions (M&A) to avoid scrutiny from antitrust regulators as well as whether such deals reduce product market competition.

While M&A deals are often triggered to create value, they …

Davis Polk Discusses New SEC Climate and ESG Enforcement Task Force

By Joseph A. Hall, Michael Hong, Michael Kaplan, Gregory Rowland and Betty Moy Huber March 8, 2021 by snehapandya

On March 4, the Securities and Exchange Commission announced a newly created Climate and ESG Task Force in the Division of Enforcement. The Climate and ESG Task Force will work closely with other areas of the SEC as part of …

Distinguishing Social Enterprise Lawyering

By Alina Ball March 5, 2021 by renholding

The rise of for-profit, mission-driven (“hybrid”) entities has prompted legal scholarship on corporate law innovations and governance considerations in the social enterprise context. A consistent theme of this scholarship is skepticism of whether these hybrid entities create value, given the …

Commissioners Discuss SEC’s Enhanced Climate-Change Efforts

By Hester M. Peirce and Elad L. Roisman March 5, 2021 by renholding

Over the past two weeks, we and the public have seen a steady flow of SEC “climate” statements and press releases.[1]  Our Divisions of Corporation Finance, Examinations, and Enforcement all have announced climate- or ESG-related initiatives.  What does this

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Corporate Venture Capital

By Darian Ibrahim March 4, 2021 by renholding

Why are venture capitalists the winners in the startup funding game?  VCs have funded most of the big-name startups that now dominate the NASDAQ and, in a sense, have been the only game in town for high-growth startups needing millions …

Skadden Discusses First DOJ Criminal Challenges to Wage-Fixing and No-Poach Agreements

By Karen M. Lent, Tara Reinhart and Jessica R. Watters March 4, 2021 by snehapandya

More than four years after the U.S. Department of Justice (DOJ) and U.S. Federal Trade Commission (FTC) jointly released the Antitrust Guidance for Human Resource Professionals in 2016 (Antitrust Guidance), the DOJ has brought its first criminal indictments for wage-fixing …