Sullivan & Cromwell Discusses Delaware Chancery’s Rejection of MAE Claim for Covid Effects

By Sullivan & Cromwell May 28, 2021 by renholding

On April 30, 2021, then Vice Chancellor (now Chancellor) Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial decision in Snow Phipps Group, LLC v. KCAKE Acquisition, Inc.[1] ordering specific performance of a private equity purchaser’s obligation …

SEC Commissioner Crenshaw Speaks at Small Business Forum

By Caroline A. Crenshaw May 28, 2021 by renholding

Good afternoon! Thank you Martha [Miller] for the warm introduction. It is wonderful to be here. I have truly enjoyed hearing from all of the panelists over the last several days. And I am particularly interested in today’s discussion focused

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Keeping Up with the Joneses and the Real Effects of S&P 500 Inclusion

By Benjamin Bennett, René M. Stulz and Zexi Wang May 27, 2021 by renholding

The S&P 500 index is the most visible and prestigious broad-based stock index in the U.S. Being included in it means joining an exclusive club that confers prestige on its members, as, for instance, many articles noted when Tesla was …

The History and Revival of the Corporate Purpose Clause

By Elizabeth Pollman May 26, 2021 by renholding

The corporate purpose debate is experiencing a renaissance. The contours of the modern debate are relatively well developed and typically focus on whether corporations should pursue shareholder value maximization or broader social aims. A related subject that has received much …

SEC Commissioner Lee Speaks on Myths and Misconceptions about “Materiality”

By Allison Herren Lee May 26, 2021 by renholding

Thank you, Neil [Stewart] for the introduction and for having me today as you discuss the important and timely topic of climate and ESG disclosures. I very much look forward to hearing from Janine [Guillot] and Julie [Bell Lindsay]. You

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Congress and the Insider Trading Prohibition Act: “Can’t Anybody Here Play This Game?”*

By John C. Coffee, Jr. May 25, 2021 by renholding

Last week, the House of Representatives passed the “Insider Trading Prohibition Act” (“ITPA”).[1] Proponents are hailing it as a triumph of bipartisan cooperation. Conversely, critics are calling it the “Insider Trading Protection Act.” This is because the bill codifies …

Paul Weiss Discusses SEC Approval of Nasdaq Rule Change Allowing Direct Listings

By Mark S. Bergman, Christopher J. Cummings, John C. Kennedy, Raphael M. Russo and Tracey A. Zaccone May 25, 2021 by renholding

On May 19, 2021, the SEC approved Nasdaq’s proposed rule change[1] to permit primary direct floor listings. This will permit companies to undertake an initial public offering and concurrent Nasdaq listing without the use of underwriters to market the …

Corporate Purpose and Acquisitions

By Claudine Madras Gartenberg and Shun Yiu May 24, 2021 by renholding

Acquisitions are at the core of corporate strategy, enabling companies to expand and reposition themselves in the market. In 2019 alone, they accounted for nearly $3.7 trillion of economic activity. Yet acquirers famously struggle to realize value from these transactions. …

SEC Commissioner Lee Speaks on Leveraging Regulatory Cooperation

By Allison Herren Lee May 24, 2021 by renholding

Good afternoon. It’s a privilege to welcome you all to the annual Section 19(d) Conference. I want to start by commending NASAA and SEC staff for their work in putting this event together. And thanks to our colleagues from NASAA

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Corporate Venture Capital, Disclosure, and Financial Reporting

By Sophia J.W. Hamm, Michael J. Jung and Min Park May 21, 2021 by renholding

In a new paper, we examine firms’ corporate venture capital (CVC) investing from a disclosure and financial reporting perspective. CVC refers to minority equity investments made by established, publicly-listed firms in privately-held entrepreneurial ventures. CVC investing differs from pure venture …

SEC Chair Gensler Speaks at FINRA Annual Conference

By Gary Gensler May 21, 2021 by renholding

Good afternoon. I want to thank the Financial Industry Regulatory Authority and Robert [Cook] for hosting me as part of this week’s conference.[1] I’ve known Robert since he joined the SEC to lead the Trading and Markets Division and

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Mitigating Gig and Remote Worker Misconduct

By Vanessa Burbano amd Bennett Chiles May 20, 2021 by renholding

Jobs in which workers are physically distant from their employers are increasingly prevalent, due to both a surge in the gig economy and the widespread increase in remote work, which was on the rise even before the pandemic. This development …

SPAC vs. IPO: Is There a Difference in Executive Compensation?

By James F. Reda May 20, 2021 by renholding

An emerging company in need of capital to grow has an important decision to make: how and when to raise the necessary capital.

The traditional way of taking an emerging company public in an initial public offering, or IPO, is …

Is Everything Securities Fraud?

By Emily Strauss May 19, 2021 by renholding

Securities litigation is almost inevitable for any public company. Often, investors sue because the firm’s managers engaged in fraud that directly harmed the shareholders – say, by doctoring the firm’s financials or lying about known business prospects. However, shareholders also …

Cahill Gordon Discusses SEC Rules Under Holding Foreign Companies Accountable Act

By Geoffrey E. Liebmann and Michael A. Chaia May 19, 2021 by renholding

The Securities and Exchange Commission (the “SEC”) has adopted interim final rules^[1] to implement the Congressionally-mandated document submision and disclosure requirements of the Holding Foreign Companies Accountable Act (the “HFCA Act”), which became effective on May 5, 2021.

The …

Venezuela: Prospects for Restructuring Sovereign Debt and Rebuilding a National Economy

By Steven T. Kargman May 18, 2021 by renholding

Venezuela is facing not only a grave humanitarian crisis, but an acute financial and economic one as well–including a massive debt burden. Moreover, Venezuela is in the throes of an extended political stalemate between the forces aligned with the regime …

ISS Revisits the Performance of ESG Screened Indexes During the Pandemic

By Hernando Cortina May 18, 2021 by renholding

Nearly a year ago, we analyzed the outperformance of ESG strategies during the initial stage of the COVID-19 Pandemic. As of May 2020, we found that ESG indexes based on ISS ESG data had outperformed by 1.3% to 2.8%, with …

Investor Relations, Activism, and Engagement

By Kimball Chapman, Gregory S. Miller, Jed Neilson and Hal D. White May 17, 2021 by renholding

Activist investors once limited their targets to mostly smaller, less known firms. Now, though, they increasingly target large, household names like Procter & Gamble, DuPont, and Berkshire Hathaway, aiming to influence company actions, replace management, or even purchase the company.…

Mind the (Data) Gaps: SEC Commissioner Speaks at Conference on Financial Market Regulation

By Caroline A. Crenshaw May 17, 2021 by renholding

Before I begin my remarks, I need to mention that the views that I express today are my own and do not necessarily reflect the views of the Commission or its staff.

To start, I want to note that I

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COVID-19 Isolation, Managerial Sentiment, and Corporate Policies

By Lilian Ng, Jing Yu and Linyang Yu May 14, 2021 by renholding

Global efforts to limit the spread of Covid-19 have prompted the widespread adoption of restrictions on people’s ability to go out and about and, as result, have thrust public mental health issues into the spotlight. Mandatory work-from-home arrangements, for example, …

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The CLS Blue Sky Blog

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

May 2021