Business Risks Stemming from Socio-Economic Inequality

By Todd Cort, Stephen Park and Decio Nascimento April 15, 2022 by renholding

Socio-economic inequality has risen over the last 40 years in almost every part of the world and has been exacerbated by the COVID-19 pandemic. Inequality does not only affect societies – it can also have a significant impact on the …

Cleary Gottlieb Discusses SEC’s Proposed Climate-Change Disclosure Rules: The Climate Note to Audited Financial Statements

By Nick Grabar, Lillian Tsu and Helena Grannis April 15, 2022 by renholding

On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. …

Why Delaware and England Win the Global Corporate Law Race

By Ido Baum and Dov Solomon April 14, 2022 by renholding

What makes the corporate laws of some jurisdictions more attractive for entrepreneurs and investors than others in the global arena? Within the United States, the competition among state laws is a popular explanation for Delaware’s corporate law prominence. However, interjurisdictional …

Arnold & Porter Discusses Today’s SEC Examination Priorities, Tomorrow’s SEC Enforcement Actions

By Christian D. H. Schultz, Jane Norberg, Daniel M. Hawke, Ellen Kaye Fleishhacker and David F. Freeman, Jr. April 14, 2022 by renholding

Rounding out a series of quarter-end announcements from the US Securities and Exchange Commission (SEC), the Division of Examinations (Exams) announced its 2022 examination priorities on March 30, 2022. These priorities reflect SEC Chair Gary Gensler’s stated view that the …

A Tokenized Future: Regulatory Lessons from Crowdfunding and Standard Form Contracts

By Darian Ibrahim April 13, 2022 by renholding

Cryptocurrencies and other digital assets (“crypto”) are surging in popularity. If cryptos are securities (“investment contracts” under the Howey test), they must be sold in accordance with the federal securities laws. This likely requires registration with the Securities and Exchange …

SEC Chair Gensler Speaks Further on Climate-Risk Disclosure Proposal

By Gary Gensler April 13, 2022 by renholding

Thank you. It’s good to be with Ceres for today’s investor briefing. 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.

As you all

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Going Private Outside Delaware: Holes in the Director Raincoat and Other Concerns

By Matthew G. Doré April 12, 2022 by renholding

Meade v. Christie et al., an interlocutory appeal in a shareholder class action challenging a going private merger, is currently pending before the Iowa Supreme Court.[1] The appeal will test the strength of a director-liability shield law patterned on …

Boardroom Gender-Diversity Reforms and Institutional Monitoring

By Larry Fauver, Mingyi Hung, Alvaro G. Taboada and Emily Jing Wang April 11, 2022 by renholding

The past decade has seen an explosion of boardroom gender diversity reforms worldwide. As of 2014, 23 countries have amended governance codes and 14 countries have enacted laws to increase gender diversity on corporate boards. While investors play a critical …

Wachtell Lipton Discusses SEC’s Proposed Climate-Related Disclosure Rules and Audit Committees

By David M. Silk, Carmen X.W. Lu and Ram Sachs April 11, 2022 by renholding

The SEC’s proposed amendments to Regulations S‑K and S‑X to require new climate-related disclosures will, if adopted, require an expansion in the scope and responsibilities of audit committees. As described in our prior memo, the rules contemplate domestic and foreign …

Controlling Tunneling Through Lending Arrangements

By Alperen Afşin Gözlügöl April 8, 2022 by renholding

In a recent article, I examine how common provisions in lending arrangements (drawing from the LMA and LSTA modal agreements) handle the problem of value diversion in debtor companies. “Tunneling,” which is the expropriation of company value by corporate …

SEC Chair Gensler Talks Registration of Security-Based Swap Execution Facilities

By Gary Gensler April 8, 2022 by renholding

Today [April 6], the Commission is considering a proposal to create a framework for the registration of security-based swap execution facilities (security-based SEFs). I am pleased to support this proposal because, if adopted, it would increase the transparency and integrity

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To Call a Donkey a Racehorse: The Fiduciary Duty Misnomer in Corporate and Securities Law

By Marc I. Steinberg April 7, 2022 by renholding

In a new article, I address a subject that has been ignored for too long: The fiction of meaningful fiduciary standards in the corporate and securities laws contexts. My article explores the standards that legislatures and courts apply to corporate …

SEC Says “Control Deficiency” Gave Enforcement Staff Access to Privileged Documents

By Securities and Exchange Commission April 7, 2022 by renholding

The Commission has identified a control deficiency related to the separation of its enforcement and adjudicatory functions within its system for administrative adjudications. When this deficiency was identified, the Chair immediately notified the other Commissioners and directed the staff to

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The Limits of Enlightened Shareholder Activism

By Virginia Harper Ho April 6, 2022 by renholding

One of the more visible market shifts over the past decade is the rise of what might be called “enlightened shareholder activism” – the use of shareholders’ governance rights to encourage corporations to take action around environmental, social, and governance …

Sullivan & Cromwell Discusses Court Decision Invalidating California Board Diversity Law

By Patrick S. Brown, Diane L. McGimsey, Adam S. Paris, Alexandria M. Ross and John L. Savva April 6, 2022 by renholding

On April 1, 2022, in Crest v. Padilla, California Superior Court Judge Terry Green granted summary judgment in favor of plaintiffs who had challenged AB 979, one of California’s two board diversity statutes, as violating the California Constitution. The …

Climate Change, Corporate Valuation, and the Proposed SEC Disclosure Regulations

By Bradford Cornell April 5, 2022 by renholding

On March 21, 2022, the Securities and Exchange Commission (SEC) released its statement on proposed mandatory climate risk disclosure. In the statement, Chairman Gensler said, “Today, investors representing literally tens of trillions of dollars support climate-related disclosures because they recognize …

SEC Chair Gensler Speaks on Crypto Markets

By Gary Gensler April 5, 2022 by renholding

Thank you. It’s great to be with you all at this event, particularly as the University of Pennsylvania is my alma mater. I was over at Wharton, and what I knew of the law school is that the library stacks

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Should All Trading While in Possession of Inside Information Be Illegal?

By Michael Guttentag April 4, 2022 by renholding

In a new article, I answer in the affirmative the question posed in the title of this post. In the United States, we should replace our current regime of muddled and confused insider trading law with a sweeping prohibition …

Wachtell Lipton Discusses Board Oversight of ESG and the 2022 Proxy Season

By David M. Silk, Sabastian V. Niles and Carmen X.W. Lu April 4, 2022 by renholding

Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. …

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The CLS Blue Sky Blog

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

April 2022