December 2022
Angels and Devils: The Early Crypto Entrepreneurs
After the collapse of FTX and a summer of crypto failures (Terra Luna, Celsius, Three Arrows), the Securities and Exchange Commission (SEC) will want to act quickly and treat more digital assets as “securities.” But which ones? In a new …
Cooley Discusses CFPB Bulletin Analyzing Rise in Crypto-Asset Complaints
On November 10, 2022, the Consumer Financial Protection Bureau issued a bulletin analyzing consumer complaints submitted to the CFPB over the past four years related to crypto-assets and platforms. According to the CFPB, fraud, scams and transaction issues accounted for …
The Questionable Virtues of Chapter 11 in the FTX Bankruptcy
Skadden Discusses DOJ Antitrust Enforcement Against Interlocking Directorates
In April 2022, Assistant Attorney General Jonathan Kanter of the Department of Justice’s Antitrust Division (DOJ) previewed the DOJ’s intent to more aggressively enforce the prohibition on interlocking directorates under Section 8 of the Clayton Act, 15 U.S.C. § 19. …
The Effect on Dividend Payouts of Board Independence
In a new paper, we use agency theory to explore the effect of board independence on dividend policy. Over the past few decades, many studies have incorporated several market imperfections into their model of capital markets, such as transaction costs, …
Wachtell Lipton Discusses Key Issues for Boards in Corporate Governance for 2023
While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality. The pendulum …
The Monitoring Role of Social Media
The rapid growth of social media over the past two decades has presented firms with a significant challenge: Users of social media can share and disseminate damaging information with potentially adverse consequences. Prominent examples that went viral include accounts of …
Willkie Farr Discusses Personal Liability for Executives in the Wake of Cyber Incidents
A new and potentially significant tool in regulatory enforcement is emerging for executives whose companies suffer a cybersecurity incident. The Federal Trade Commission (“FTC”), in a recently proposed Decision and Order, held James Rellas, the Chief Executive Officer …
Shareholder Primacy and Basketball
I recently participated in a festschrift for retired justice (and noted stakeholderist) Leo E. Strine, Jr., hosted by the University of Pennsylvania Journal of Law and Business. Justice Strine’s interventions in the debate over shareholder primacy have added heft, pragmatism, …
Debevoise & Plimpton Discusses the Myth of Artificial Intelligence Errors
Machines are increasingly making important decisions that have traditionally been made by humans, such as who should get a job interview or who should receive a loan. For valid legal, reputational, and technical reasons, many organizations and regulators do not …
How Board Gender Quotas Affect Stock Prices
Women have traditionally suffered from discrimination in the labor market (Tatli et al., 2013) and are under-represented in upper management (Thams, Bendell and Terjesen, 2018). To address this widespread gender imbalance, many countries have implemented gender diversity policies ranging from …
Wachtell Lipton Discusses ESG and Stakeholder Governance Within the Framework of Fiduciary Duties
Over the past decade, investors, companies, and commentators have increasingly accepted and adopted stakeholder governance as the way to pursue the proper purpose of the corporation and have embraced consideration of environmental, social and governance (ESG) issues in corporate decision-making …