The Psychology of Taxing Capital Income

By Zachary D. Liscow and Edward G. Fox June 15, 2021 by renholding

Facebook CEO Mark Zuckerberg’s wealth has increased by over $100 billion since 2004, but he has paid relatively little income tax. Why? Because of the “realization rule:” Zuckerberg has not sold—and thus “realized” the gains on—the great majority of …

Arnold & Porter Discusses Delaware Case on SPACs and Breaches of Fiduciary Duties

By Alexander Gendzier, Teresa L. Johnson and Nicholas O'Keefe June 15, 2021 by renholding

The complaint filed in Franchi v. Multiplan Corp. et al. in the Chancery Court of Delaware on April 9, 2021 [1], has received a fair amount of attention because it claims breaches of fiduciary duties of a SPAC’s Board of …

Creating Controversy in Proxy Voting Advice

By Andrey Malenko, Nadya Malenko and Chester S. Spatt June 14, 2021 by renholding

Proxy advisory firms have emerged as major players in corporate governance by helping to address the public goods aspects of information production in corporate governance. These firms provide both a) recommendations on how to cast proxy votes and b) research …

SEC Chair Speaks at Meeting of Investor Advisory Committee

By Gary Gensler June 14, 2021 by renholding

Good morning. Thank you Jennifer, Heidi, and all the committee members for having me. I enjoyed meeting with members of the Executive Committee yesterday and am thrilled to meet the whole committee for the first time. I’m grateful for the

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Are Companies More Likely to Go Public If Their Competitors Do?

By Cyrus Aghamolla and Richard T. Thakor June 11, 2021 by renholding

The determinants of when and why private companies decide to go public through an initial public offering (IPO) is an important question with many policy implications. Anecdotally, one reason why firms decide to do an IPO is as a response …

Skadden Discusses Blowing the Whistle Under EU Law

By Ryan D. Junck, Elizabeth Robertson, Margot Sève and Jason Williamson June 11, 2021 by renholding

On October 23, 2019, the European Parliament and the European Council adopted the Whistleblower Protection Directive (Directive) to set a minimum standard for the protections EU member states must provide to whistleblowers.

For the first time, whistleblowers are protected under …

Does Firm-Specific Knowledge Matter for New Audit Committee Chairs and Financial Reporting Quality?

By Linda A. Myers, Roy Schmardebeck and Stefan Slavov June 10, 2021 by renholding

Overcoming the learning curve for a new situation or role at work can be difficult, especially when the situation or role requires specialized knowledge. Newly appointed audit committee chairs face a particularly steep learning curve, given that audit committees of …

SEC Chair Talks Finance and Technology in Equity Markets

By Gary Gensler June 10, 2021 by renholding

Thank you, Rich, for that kind introduction and for inviting me here today. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners or the staff.…

Acquisition Flippers and Earnings Management

By Lyungmae Choi, Shawn X. Huang and Min Kim June 9, 2021 by renholding

Mergers and acquisitions are considered an integral part of a well-functioning governance system, an effective device for transferring corporate control to more capable owners and executives who can manage firm assets more efficiently and create economic value for shareholders of …

Davis Polk Discusses New Standard Contractual Clauses for Moving Personal Data Outside the EU

By Robert A. Cohen, Pritesh P. Shah, Matthew J. Bacal, Matthew A. Kelly and Mikaela Dealissia June 9, 2021 by renholding

On June 4, 2021, the European Commission (“EC”) released a final working draft, along with its implementing decision, for a new set of Standard Contractual Clauses (“New SCCs”) for the transfer of personal data to countries …

The Corporate Objective and Contemporary Shareholders: Is It Time for “Strategic” Corporate Governance?

By Maria Goranova and Lori Verstegen Ryan June 8, 2021 by renholding

The long-standing debate about corporate purpose has stirred multiple thought-provoking articles across various disciplines. Should companies embrace shareholder value maximization or deal with the fuzziness of the goals of multiple constituencies? Instead of contributing to either side of the shareholders …

ISS Discusses Liquidity Behavior in the S&P 500

By Henry Yegerman June 8, 2021 by renholding

As a large cap index all the constituents of the S&P 500 are highly liquid. This is certainly true compared to mid-cap or small cap stocks. There are, though, high, and low rent districts within the S&P and the most …

Administrative Crimes: A Qualified Defense

By Daniel Richman June 7, 2021 by renholding

On his way out, President Trump sought to “protect Americans from overcriminalization” by trying to limit the criminal enforcement of regulatory offenses. Hostility to administrative crimes is growing at the Supreme Court too, in part as an outgrowth of concern …

Putting the Electric Cart Before the Horse:* Inevitable Costs of a New ESG Disclosure Regime

By Elad L. Roisman June 7, 2021 by renholding

Thank you to Dan [Bigman] and the Corporate Board Member for inviting me to participate in today’s ESG Board Forum. Of course, the views I express here are my own and do not necessarily represent those of my fellow Commissioners.

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Aggressive Boards and CEO Turnover

By Cyrus Aghamolla and Tadashi Hashimoto June 4, 2021 by renholding

A common dilemma for people who seek advice is that good advice sometimes comes at the cost of revealing negative information about the persons seeking it. In the world of corporate decision making, a CEO who seeks the counsel of …

How Corporate Governance Codetermination Works in Practice

By Grant Hayden and Matthew Bodie June 3, 2021 by renholding

Codetermination is a system of shared corporate governance between workers and shareholders. While such a system has long been a staple of the European business world, it has been generally ignored by U.S. corporate governance scholars. When it has made …

SEC Commissioners Respond to Chairman’s Call for Review of Proxy-Voting Advice Rules

By Hester M. Peirce and Elad L. Roisman June 3, 2021 by renholding

Today [June 1], Chair Gensler announced that he has directed the SEC staff to consider whether to recommend that the Commission revisit its recent regulatory actions taken with respect to proxy voting advice businesses and its longstanding interpretation of proxy

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Law Enforcement’s Lochner

By Miriam H. Baer June 2, 2021 by renholding

When we contemplate the numerous challenges regulators and prosecutors face in identifying and redressing corporate and white-collar crime, constitutional criminal procedure is not usually high on the list. If anything, the constitutional doctrines that apply to the government’s interactions with …

Cleary Gottlieb Discusses EC’s Corporate Sustainability Reporting Directive

By Maurits Dolmans, Geraldine Bourguignon, Clara Cibrario Assereto and Toon Dictus June 2, 2021 by renholding

On April 21, 2021, the European Commission published an ambitious new package of “sustainable finance” regulation proposals. By far the most awaited element of this release concerned the Commission’s proposal for the review of the Non-Financial Reporting Directive (“NFRD…

Common Ownership and the Decline of the American Worker

By Zohar Goshen and Doron Levit June 1, 2021 by renholding

American workers are more productive than ever, but they take home the same pay they did 40 years ago. While firms have enjoyed blockbuster profits—and the U.S. gross domestic product has tripled—most American households have not shared in this increasing …

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The CLS Blue Sky Blog

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

June 2021