Columbia Law School
Sky Blog
Thank you for inviting me to testify today on behalf of the Division of Enforcement (“Enforcement” or the “Division”) of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”).
Since its founding more than 85 years ago, the SEC
July 2022
How Does Delaware Do It? Judges Alone Don’t Explain Chancery’s Speed
On July 19, 2022, in the Twitter v. Musk litigation, Chancellor Kathaleen McCormick presided over what was likely the most widely observed hearing on a motion to expedite in the Delaware Court of Chancery’s history. While deal bust-ups are front …
Skadden Discusses Ramifications of Cryptocurrency Insider Trading Case
On July 21, 2022, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) each brought insider trading charges against a former Coinbase product manager, his brother and a close friend for using material non-public information (MNPI) to …
Twitter v. Musk: Where Are the Arbs?
Every pundit and commentator has by now analyzed the ongoing battle between Elon Musk and Twitter over Musk’s attempt to walk away from their deal. Almost all of these evaluations have rated Twitter as having a considerably stronger case, because …
SEC Director of Investment Management Speaks at PLI
Good afternoon. Thank you, Paulita and Rajib, for your gracious invitation and kind welcome to this year’s program on current issues and trends in Investment Management.[1] As I suspect many of you know – and as the spring regulatory …
Sovereign Debt Restructuring for Emerging Economies in Turbulent Times
In a new article, I discuss the impact of the currently turbulent global economic environment on the prospect for sovereign debt defaults and restructurings in emerging economies. I also review three types of emerging markets sovereigns that may be at …
SEC Enforcement Chief Testifies Before U.S. House Committee on Financial Services
Revisiting the Audit Expectations Gap
As the regulation of public company audits evolves, questions persist over whether there is still a gap between the public and auditors over expectations for the responsibilities of auditors – what we call the expectations gap. In a recent study, …
Cleary Gottlieb Discusses Digital Asset Amendments to the UCC
This month, the sponsors of the Uniform Commercial Code (“UCC”) approved wide-ranging amendments to the UCC (the “2022 UCC Amendments”)[1] to provide workable rules for emerging technologies, such as distributed ledger technology and virtual currency. If adopted by individual …
A New Podcast Debuts: The Cutting Edge
Today, the Blue Sky Blog launches its newest podcast series, The Cutting Edge: Current Issues in White Collar Crime and Corporate Governance. The series features top scholars, lawyers, and other esteemed figures in the legal world discussing breaking developments in …
Davis Polk Discusses SEC’s Final Rules on Proxy Advisory Firms
When the SEC adopted the rules governing proxy advisory firms two years ago, then-Chair Clayton emphasized that the rules were “the fruits of a rigorous and well-functioning rulemaking process where final rules reflect and benefit from the input of a …
The Role of Transaction Costs in Common Ownership
“Common Ownership” arises when shareholders hold substantial stakes in different firms that impose externalities on each other, and it challenges the assumption that firms act to maximize their own profits. While firm decisions are ordinarily made by its board of …
Why Do Institutional Investors Request Climate-Related Disclosures?
An important debate is playing out over the role of institutional investors in the global effort to mitigate climate risk and achieve net-zero emissions. While some believe that institutional investors are sufficient catalysts in preparing us for a low carbon …
Debevoise Discusses Key Questions Recent Crypto Bankruptcy Filings May Answer
One of the key unresolved questions surrounding crypto-custodian bankruptcy proceedings under the U.S. Bankruptcy Code is whether or not digital assets that are held by a crypto exchange on behalf of platform users could be viewed as the exchange’s corporate …
Legal “Raincoat” Keeps Directors Dry in Going-Private Deals Outside Delaware
Though Elon Musk’s controversy with Twitter has grabbed the headlines, another going-private legal development also merits attention: Meade v. Christie et al., an Iowa Supreme Court decision dismissing shareholder class action claims against directors who approved a going-private merger. …
What Are NFTs and Why Are They So Controversial?
Nonfungible token (NFT or Token) was the word of the year in 2021, as NFT sales exceeded $4 billion in monthly trading volume in January 2022 after generating more than $23 billion in sales in 2021. Celebrities including musicians Eminem…
Do We Need a Restatement of the Law of Corporate Governance?
ISS Discusses Securities Class-Action Settlements in First Half of 2022
The value of U.S. shareholder class action settlements in the first half of 2022 totaled $2.32 billion, the exact amount as the same period in 2021. However, the quantity of settlements in the first six months of the year increased
Stakeholder Capitalism’s Viewpoint Diversity Problem
Concerns about a lack of viewpoint diversity in stakeholder capitalism have been touched upon in commentary about the SEC’s recent climate change proposal. For those not caught up, the SEC has proposed a rule that would “require registrants to provide …
Debevoise Discusses What the ADPPA Means for U.S. Data Regulation
On June 21, 2022, the House Energy and Commerce Committee formally introduced a new federal privacy bill: the American Data Privacy and Protection Act (“ADPPA”). Notably, the ADPPA has diverse support from both branches of Congress and both political parties. …