Sullivan & Cromwell Discusses Federal LIBOR Transition Legislation

By Jordan Wish, Rodge Cohen and Ben Weiner March 21, 2022 by renholding

On March 15, 2022, President Biden signed into law the “Consolidated Appropriations Act, 2022,” which enjoyed significant bipartisan support and contains, as Division U, the “Adjustable Interest Rate (LIBOR) Act” (the “LIBOR Act”).[1] The LIBOR Act provides a uniform …

How FinTech Affects Corporate Takeover Markets

By Joanna Wang and Alan L. Zhang March 18, 2022 by renholding

Investment in financial technology, or FinTech, has increased dramatically over the past decade – from a total value of $9 billion worldwide in 2010 to well above $100 billion in recent years, with a peak of $215 billion in 2019. …

Skadden Discusses DOJ’s White Collar Crime Enforcement Priorities

By Gary DiBianco, Andrew M. Good, Ryan D. Junck, Jessie K. Liu and David Meister March 18, 2022 by renholding

Remarks made by U.S. Department of Justice (DOJ) officials at the March 2022 American Bar Association’s (ABA’s) National Institute on White Collar Crime (the White Collar Conference) reflect the DOJ’s prioritizing white collar criminal enforcement under the Biden administration.1

On …

The SEC’s Proposed Cyber 8-K Disclosure

By Joshua Mitts March 17, 2022 by renholding

On March 9, 2022, the SEC proposed rules mandating cybersecurity disclosure, including a new Item 1.05 for Form 8-K, which requires current reporting of cybersecurity incidents deemed by the registrant to be material.

In a 2018 article published in the …

Cleary Gottlieb Discusses SEC’s Proposed Changes to Beneficial Ownership Reporting

By Michael Dayan, Kimberly Spoerri, Lillian Tsu, Kyle Harris and Andrew Pai March 17, 2022 by renholding

On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G.[1] The principal changes would:

accelerate

…

The “S” in ESG: Human Capital Management

By George S. Georgiev March 16, 2022 by renholding

Over the past decade, ESG has morphed from a fringe concern into one of the most prominent topics in corporate governance – and a flourishing research area as well.[1] Nevertheless, some notable blindspots remain. Based on a recent survey, …

Skadden Discusses Agency Perspectives on the Merger Guidelines Review

By Karen Lent, Kenneth Schwartz and Mara Chin Loy March 16, 2022 by renholding

On Jan. 18, 2022, the Federal Trade Commission (FTC) and the Department of Justice’s (DOJ) Antitrust Division announced a joint public inquiry related to the federal merger guidelines, with the goal of “strengthening enforcement against illegal mergers.” Members of the …

Time for a Broad Prophylactic against Congressional Insider Trading

By John P. Anderson March 15, 2022 by renholding

In 2011, Peter Schweizer published a book, Throw Them All Out, exposing some questionable means by which politicians manage to increase their personal wealth 50 percent faster than the average American does.

Schweizer suggested that trading on material nonpublic …

ISS Discusses Women on California Boards

By Paul Hodgson March 15, 2022 by renholding

Since 1995, US presidents have issued a series of annual proclamations designating March as Women’s History Month to celebrate the contributions women have made to the US and recognize the specific achievements women have made over the course of American

…

Reviving Bank Antitrust

By Jeremy C. Kress March 14, 2022 by renholding

Antitrust is back. The Chicago School relegated antitrust policy to obscurity during the latter half of the 20^th century, but a new cohort of antimonopoly scholars has recently rekindled concerns about industrial consolidation and corporate “bigness.” This antitrust revival …

Cleary Gottlieb Discusses End of Mandatory Arbitration for Sexual Misconduct Cases

By Jennifer Kennedy Park and Ye Eun Charlotte Chun March 14, 2022 by renholding

On March 3, 2022, President Biden signed the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act[1] into law. The law amends the Federal Arbitration Act (“FAA”) to prohibit the use of mandatory arbitration provisions to resolve sexual …

Stakeholder Capitalism as ESG-Constrained Shareholder Capitalism

By Peter H. Huang March 11, 2022 by renholding

Intense debates are alive and well on the nature and meaning of corporate purpose and corporate personhood. In a new paper, I analyze proposals by the U.S. Securities Exchange Commission to require that all reporting companies make periodic, mandatory …

SEC Chairman Gensler Speaks Before the Investor Advisory Committee

By Gary Gensler March 11, 2022 by renholding

It’s good to be back with the Investor Advisory Committee (IAC) again. 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.

I’d like to

…

Power and Pay in the C-Suite

By Afra Afsharipour and Darren Rosenblum March 10, 2022 by renholding

Over the past few decades, chief executive officer (CEO) pay has risen spectacularly, as has debate regarding why this has occurred and whether policy should or can correct it. Yet one glaring fact about the C-Suite eludes much of the …

SEC Chairman Gensler Speaks on Proposal for Mandatory Cybersecurity Disclosures

By Gary Gensler March 10, 2022 by renholding

Today [March 9], the Commission is considering a proposal to mandate cybersecurity disclosures by public companies. I am pleased to support this proposal because, if adopted, it would strengthen investors’ ability to evaluate public companies’ cybersecurity practices and incident reporting.

…

SEC Commissioner Peirce Dissents on Cybersecurity Proposal

By Hester M. Peirce March 10, 2022 by renholding

Thank you, Renee, Ian, and Jessica. Cybersecurity risk is top of mind for everyone. The Commission’s consideration of this topic—whether for investment advisers, as we did a month ago,[1] or public companies, as we are doing today [March 9]—is, …

Initial Public Offerings and Optimal Corporate Governance

By Albert H. Choi March 9, 2022 by renholding

Do companies adopt optimal governance arrangements when they go public? This question has been a hotly debated topic in corporate law and governance and one that I examine in a recent paper.

At the time of an initial public offering …

Debevoise Discusses Russia, Sanctions, and Digital Assets

By Satish M. Kini, Aseel M. Rabie, Robert T. Dura, Jonathan Steinberg and Amy Aixi Zhang March 9, 2022 by renholding

In response to ongoing Russian military action in Ukraine, U.S. authorities have imposed several tranches of new sanctions against Russia, particularly against Russia’s financial industry, including its major banks and the Central Bank of Russia. On February 26, President …

SPACs and PIPEs as Efficient Tools for Corporate Growth

By Frank Fagan and Saul Levmore March 8, 2022 by renholding

A SPAC can be understood as an alternative to an IPO, with investors using a large investor, a PIPE, to find out whether the SPAC founder has really chosen a good target or is simply rushing to get a big …

Davis Polk Offers Update on SEC’s New Investment-Management Rules and Lawsuits

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sarah E. Kim and Marc J. Tobak March 8, 2022 by renholding

Rules and regulations

SEC proposes expanded cyber oversight after Gensler signals more on the way

The Securities and Exchange Commission (SEC) proposed new cybersecurity rules for investment advisers and investment companies that would require policies and procedures, annual reviews, reporting …

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The CLS Blue Sky Blog

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

March 2022