ESG Investing: Why Here? Why Now?

By Jonathan R. Macey November 15, 2021 by renholding

ESG investing is taking the world of finance by storm. Few concepts have come to dominate an academic discipline as quickly as Environmental, Social, and Governance (ESG) has come to dominate the field of corporate law. While certain forms of …

Debevoise & Plimpton Discusses Federal Regulators’ Focus on AI and Consumer Protection in Finance

By Courtney M. Dankworth, Avi Gesser, Gregory J. Lyons, James B. Amler and Anna R. Gressel November 15, 2021 by renholding

As financial institutions increasingly deploy artificial intelligence (“AI”), including machine learning and automated decision-making technologies, across their business lines, U.S. federal regulators have started to scrutinize the consumer protection implications of these technologies. Most recently, the Department of Justice (“DOJ”), …

How Investment Banks’ Disagreement over Valuation Contributes to the Winner’s Curse

By Tingting Liu, Tao Shu and Jasmine Wang November 12, 2021 by renholding

The well-developed theory of the winner’s curse can potentially explain the poor performance of mergers and acquisitions (Roll, 1986). A key reason for the curse is the uncertainty concerning a deal’s value (e.g., Capen, Clapp, and Campbell, 1971; Bazerman and …

SEC Chair Talks Private Equity and Hedge Funds

By Gary Gensler November 12, 2021 by renholding

Thank you. As is customary, I will note that I am not speaking on behalf of the Commission or SEC staff.

Today, I’d like to talk about private funds, and the importance of certain of these funds — in particular, …

Modernizing ESG and Climate Risk Disclosure

By Virginia Harper Ho November 11, 2021 by renholding

On November 3, timed to coincide with the United Nation’s COP26 climate summit in Glasgow, the IFRS Foundation announced prototype global reporting standards for corporate climate and sustainability disclosures, and the formation of the International Sustainability Standards Board (ISSB) to …

Sullivan & Cromwell Discusses Stablecoins Report of President’s Working Group on Financial Markets

By Sullivan & Cromwell November 11, 2021 by renholding

The President’s Working Group on Financial Markets (the “PWG”),[1] the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”) published the Report on Stablecoins on November 1, 2021.^[2] The Report (1) …

Shocking Business Bankruptcy Law

By Melissa B. Jacoby November 10, 2021 by renholding

In a recent essay, Shocking Business Bankruptcy Law, I discuss how crisis is used strategically to push legal boundaries in large chapter 11 cases in ways that are not readily reversed. I focus primarily on two phenomena. The first …

SEC Enforcement Chief Speaks on Regulation Outside the U.S.

By Gurbir Grewal November 10, 2021 by renholding

Good morning, everyone and thank you for inviting me to deliver the Scott Friestad Memorial Keynote address. I didn’t have the privilege of knowing Scott, but in my few months as Director, I’ve frequently heard his name, and I’ve noticed

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When Should You Abstain? A Call for a Global Rule of Insider Trading

By Ido Baum and Dov Solomon November 9, 2021 by renholding

The core concepts of securities regulation tend to be similar across jurisdictions. However, there are differences that may seem small and insignificant at first glance but in fact generate the potential for arbitrage by the kind of sophisticated actors that …

Wachtell Lipton Discusses SEC Staff’s Move to Limit Exclusion of “Social Policy” Shareholder Proposals

By David M. Silk, Trevor S. Norwitz, Sabastian V. Niles, Carmen X.W. Lu and Ram Sachs November 9, 2021 by renholding

The SEC Staff has issued revised guidance rescinding prior Staff Legal Bulletins addressing the exclusion of Rule 14a-8 shareholder proposals based on the social significance to a company, “micromanagement” or “economic relevance.” The changes will likely facilitate a larger number …

The Dark Side of Information Dissemination

By Charles G. McClure, Shawn X. Shi and Edward M. Watts November 8, 2021 by renholding

For decades, there has been an important debate over how much securities regulators should focus on protecting small investors. The regulators themselves have generally aimed to create a level playing field among investors, and historically, new technology has been an …

How Generalist and Specialist CEOs Compare in the Eyes of Independent Directors

By Pattanaporn Chatjuthamard, Pornsit Jiraporn and Sirimon Treepongkaruna November 5, 2021 by renholding

The benefits and drawbacks of generalist CEOs – those with the talent and skill to manage companies in various industries – have been fiercely debated in contemporary research. Some research touts generalist CEOs’ varied professional experiences and ability to launch …

SEC Chair Gensler Speaks at Securities Enforcement Forum

By Gary Gensler November 5, 2021 by renholding

Thank you for having me here today. As is customary, I’d like to note that my views are my own, and I’m not speaking on behalf of the Commission or SEC staff.

In 1934, in his first speech as the

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The Supreme Court and the Fraud on the Market Class Action

By Richard D. Freer November 4, 2021 by renholding

The class action is indispensable to private enforcement of SEC Rule 10b-5, which prohibits fraudulent practices in the secondary securities market. Though Rule 10b-5 is a criminal provision, courts have long inferred a private civil right of action, allowing defrauded …

SEC Chair Gensler Speaks on Market Structure

By Gary Gensler November 4, 2021 by renholding

Thank you. It’s good to be here at the annual meeting of the Securities Industry and Financial Markets Association — what we all know as SIFMA. John [Rogers], I look forward to your questions.

As is customary, I will note

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Are Climate-Change Risks Reflected in Stock Prices?

By Renato Faccini, Rastin Matin and George Skiadopoulos November 3, 2021 by renholding

Climate-change risks can result from physical forces like wildfires, floods, or droughts or from changes in policy, the so-called transition risks created by government actions or the adoption of new technologies. A key question for academics, policy makers, firms, and …

Davis Polk Discusses Financial Action Task Force’s New Guidance for Virtual Assets

By Daniel Stipano, Kendall Howell, Paul Marquardt, Jai Massari and Will Schisa November 3, 2021 by benzonenshayn

The Financial Action Task Force (FATF), the inter-governmental body that recommends international standards for anti-money laundering (AML) and countering the financing of terrorism (CFT), released an updated version of its guidance on the application of FATF’s recommendations to virtual assets …

How Technological Similarities Between Firms Affect the Market for Managers

By Fred Bereskin, Seong Byun and Jong-Min Oh November 2, 2021 by renholding

Last June, Benedetto Vigna became the new CEO of Ferrari NV, joining the company from semiconductor manufacturer STMicroelectronics NV. The chairman of Ferrari noted Vigna’s “deep understanding of the technologies driving much of the change in our industry,” and the …

SEC Commissioner Speaks on the Emerging Challenge of Cybersecurity

By Elad L. Roisman November 2, 2021 by renholding

Good afternoon. Thank you for the kind introduction and the opportunity to speak to the Los Angeles County Bar Association today. Before I begin, let me issue the standard disclaimer that the views I share are my own and do

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Corporate Governance Reform and the Sustainability Imperative

By Christopher M. Bruner November 1, 2021 by renholding

In recent years, interest in alternatives to shareholder-centric corporate governance has increased significantly. It has been driven by a growing sustainability imperative – widespread recognition that business as usual, despite the short-term returns generated, could undermine social and economic stability …

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The CLS Blue Sky Blog

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

November 2021