Taming Unicorns

By Matthew Wansley April 15, 2021 by renholding

Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …

Skadden Discusses New EU Merger Regulation Guidance

By Bill Batchelor, Frederic Depoortere, Giorgio Motta, Ingrid Vandenborre and Niels Baeten April 15, 2021 by Nisha Chandra

The new Article 22 EU Merger Regulation (EUMR) Guidance[1] released by the European Commission (EC) enables the EC to review any acquisition, even those that do not qualify for notification under national (or EU) merger control rules.

Summary

The new

…

The Underside of Hedge Fund Activism: Looting the Pension Fund

By John C. Coffee, Jr. April 14, 2021 by renholding

Hedge fund activism is a topic on which most law professors have closed their minds. They learned in student days that activist hedge funds are excellent agents of change that efficiently discipline managements at targeted firms and increase shareholder wealth. …

O’Melveny & Myers Discusses the Legal Challenges of NFTs

By Heather J. Meeker, Laurel Loomis Rimon, Eric Sibbitt and Braddock Stevenson April 14, 2021 by Nisha Chandra

Non-Fungible Tokens, or NFTs, are big news these days. After an NFT for a piece of digital art by the artist Beeple (Mike Winkelmann) sold for $69 million in March 2021―making it the third-most expensive artwork by a living …

Repurposing the Corporation Through Stakeholder Markets

By Lynn M. LoPucki April 13, 2021 by renholding

In a new article, I argue that standardized, credible, publicly available ESG information will enable corporations’ stakeholders and potential stakeholders to repurpose their corporations. By “repurpose,” I mean control the corporation and redirect its employees’ efforts to corporate social responsibility …

SEC Speaks on Accounting and Reporting Considerations for SPAC Warrants

By John Coates and Paul Munter April 13, 2021 by renholding

In a recent statement,[1] Acting Chief Accountant Paul Munter highlighted a number of important financial reporting considerations for SPACs.[2] Among other things, that statement highlighted challenges associated with the accounting for complex financial instruments that may be common

…

Making ESG Metrics Trustworthy

By Colleen Honigsberg and Paul Brest April 12, 2021 by renholding

Investors are flocking to companies with good environmental, social, and governance (ESG) scores and are threatening to shun companies with poor ones. For many investors, ESG scores are critical to a company’s long-term profitability, not to mention its impact on …

SPACs, IPOs, and Liability Risk Under the Securities Laws

By John Coates April 12, 2021 by renholding

Over the past six months, the U.S. securities markets have seen an unprecedented surge in the use and popularity of Special Purpose Acquisition Companies (or SPACs).[1],[2] Shareholder advocates – as well as business journalists and legal and

…

Ownership Piercing

By Lécia Vicente April 9, 2021 by renholding

In a new article, I build upon the paradox of ownership. My central thesis is that those who own are not always in control; therefore, those who control should be held accountable like the owners would if they were …

Shearman & Sterling Discusses Financial Regulators’ Request on How Firms Use AI

By Mark Chorazak, Reena Agrawal Sahni, Timothy J. Byrne, Le-el Sinai and Caitlin Hutchinson Maddox April 9, 2021 by Nisha Chandra

On March 29, the Federal Reserve Board, the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, and the National Credit Union Administration (the “Federal Agencies”) issued a request for information (“RFI”) …

What Can Autonomous Corporations Teach Us About Legal Personhood?

By Carla L. Reyes April 8, 2021 by renholding

Corporations are increasingly using technology to conduct business, seeking greater automation and efficiencies while decreasing costs. Indeed, several states are considering changes to their business-formation laws to accommodate completely automated businesses – those run through, or by, self-executing computer code …

Cravath Discusses Board and Management Responses to ESG Considerations

By John W. White, Matthew Morreale and Michael Arnold April 8, 2021 by Nisha Chandra

Environmental, social and governance, or “ESG”, considerations are seemingly ubiquitous in the current financial, corporate and regulatory landscape. In parallel with the socio-economic upheaval of 2020 and a continuing academic debate around corporate purpose and the efficacy and forms of …

The Banker Removal Power

By Da Lin and Lev Menand April 7, 2021 by renholding

The Federal Reserve can, under 12 U.S.C. § 1818(e), remove bankers from office if they violate the law, engage in unsafe or unsound practices, or breach their fiduciary duties. Yet the Fed has used this power so rarely that few …

Ropes & Gray Discusses FCPA as an Enforcement Priority Under New Administration

By Patrick Welsh, Nicole Horowitz, Kate Yuan Tian and Alex Rene April 7, 2021 by snehapandya

On March 10, 2021, the United States Senate confirmed D.C. Circuit Judge Merrick Garland as the incoming Attorney General to lead the Department of Justice (DOJ). The confirmation of Biden’s nominee to lead the Securities & Exchange Comission (SEC), Gary …

The Darwinian Dynamics of Contracting

By Matthew Jennejohn, Julian Nyarko and Eric Talley April 6, 2021 by renholding

First-year law students typically learn that the terms of a contract represent a snapshot of the parties’ mutual intent, captured at the “magic moment” of contract formation. In reality, however, contractual sausage making is far messier than this idealized account …

Sidley Austin Discusses Delaware Chancery’s Latest Guidance on Poison Pills

By Charlotte K. Newell, Beth Berg, Kai Liekefett and Derek Zaba April 6, 2021 by Nisha Chandra

In a tale of what is old is new again, the Delaware Court of Chancery reviewed the propriety of a poison pill — a bulwark of the 1980s takeover era — but in the context of shareholder activism against the …

A COVID-19 Quandary: Does a Force Majeure Clause Displace the Frustration Doctrine?

By Andrew A. Schwartz April 5, 2021 by renholding

The frustration (or “frustration of purpose”) doctrine excuses a party from its contractual obligations when an extraordinary event completely undermines its principal purpose in making the deal. Historically, the doctrine has played a marginal role in contract law, as parties …

Latham & Watkins Provides Beginner’s Guide to NFTs

By Christian F. McDermott and Calum Docherty April 5, 2021 by snehapandya

Earlier this month, a blockchain firm bought a US$95,000 print by the British street artist Banksy, only to burn it in a livestreamed video and re-sell it for US$380,000 as a virtual asset called a non-fungible token (NFT) — sparking …

The Shareholder in France and the U.S.: Comparing Corporate Legal Priorities

By Forrest G. Alogna, Hadrien Bourrellis, Bertrand Cardi, Matthew T. Carpenter, Adam O. Emmerich and Theodore N. Mirvis April 2, 2021 by renholding

The fundamental question in the law of business organizations – what is the purpose of the corporation? – contains a related question of constituencies and, therefore, priorities among them: Whom does the corporation serve? If, for example, the purpose that …

Quinn Emanuel Discusses SPAC Litigation Risks

By Christopher D. Kercher, Ellison Ward Merkel, R. Brian Timmons and Robert Schwartz April 2, 2021 by Nisha Chandra

Special purpose acquisition companies, or SPACs, took 2020 by storm, with nearly 250 SPACs raising around $83 billion through initial public offerings (“IPOs”)—more than the previous five years combined.[1] The SPAC boom has only accelerated in 2021, with over 200 …

« Previous 1 2 3 Next »

The CLS Blue Sky Blog

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

April 2021