March 2023

Wachtell Lipton Discusses Larry Fink’s Annual Letters to Investors

By Martin Lipton, Adam O. Emmerich, Kevin S. Schwartz, Sabastian V. Niles, Carmen X. W. Lu and Anna M. D'Ginto March 17, 2023 by renholding

For more than ten years, Larry Fink, Chairman and CEO of BlackRock, the world’s largest asset manager, has published separate annual letters — one to CEOs and another to BlackRock’s shareholders. This year, Fink combined the two letters into one…

Do Companies Take Remedial Actions After Socially Irresponsible Behavior?

By Wei Cai, Aneesh Raghunandan, Shivaram Rajgopal and Wenxin Wang March 16, 2023 by renholding

Companies involved in scandals often suffer damage to their reputations from media, consumer, or investor criticism For instance, notable oil spills, from Exxon’s 1989 Exxon Valdez disaster to BP’s 2010 Deepwater Horizon debacle, resulted in both hundreds of millions of …

SEC Chair Gensler on Recent Bank Failures, Enhanced Cybersecurity for Market Entities

By Gary Gensler March 16, 2023 by renholding

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on March 15th, 2023. I want to welcome members of the public who are listening in.

Before we get to today’s agenda, I want to address

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How Changes to Form 8-K Disclosure Rules Affect Corporate Innovation

By Yangyang Chen, Yue Luo, Jeffrey Pittman and Qin Tan March 15, 2023 by renholding

Studies have shown that the disclosure of information can affect a company’s technological innovation in different ways, depending on how complete or timely it is. The complete disclosure can promote innovation by making capital providers more receptive to providing financing, …

Floating Forum Selection Clauses

By John F. Coyle March 15, 2023 by renholding

Most forum selection clauses refer specifically to the courts of a particular jurisdiction. Floating forum selection clauses are different.  A floating clause does not reference any court by name. Instead, it ties the choice of forum to a mutable fact…

Activist Shareholders in Corporate Governance: Lessons from Australia

By Tim Bowley March 14, 2023 by renholding

Much of the debate about activist shareholders is informed by experience in Northern Hemisphere markets, particularly the United States. In my recently published book, I examine the topic from an Australian perspective.

Australia is ideal for exploring shareholder activism for …

Davis Polk Discusses New DOJ Clawback, Messaging, and Monitorship Guidance

By Daniel S. Kahn, Greg D. Andres, Martine M. Beamon, Tatiana R. Martins and Fiona R. Moran March 14, 2023 by renholding

This month brought additional guidance from DOJ, this time the much-anticipated compliance guidance on compensation structures to incentivize compliance and the use of personal devices and messaging apps to engage in business communications. The guidance was announced by the Deputy …

Rethinking Commercial Law’s Uncertain Boundaries

By Steven L. Schwarcz March 13, 2023 by renholding

In a forthcoming article, I observe that commercial law has uncertain boundaries, challenging the traditional view that commercial law is a separate and distinct body of law. Various provisions of the Uniform Commercial Code (UCC) may be overinclusive, conflicting …

Treasury, Fed, and FDIC Issue Joint Statement on Actions Relating to Silicon Valley Bank, Signature Bank

By Janet L. Yellen, Jerome H. Powell and Martin J. Gruenberg March 13, 2023 by renholding

Today we are taking decisive actions to protect the U.S. economy by strengthening public confidence in our banking system. This step will ensure that the U.S. banking system continues to perform its vital roles of protecting deposits and providing access …

How Public Short Campaigns Harm Product Innovation

By Claire Liu, Angie Low and Talis Putnins March 10, 2023 by renholding

The GameStop short squeeze at the beginning of 2021 has brought attention to a class of short sellers who launch high-profile public short campaigns (PSCs) to talk down a target firm’s stock. These activist short sellers, unlike traditional short sellers …

The Challenges of Succeeding a Long-Tenured CEO

By Gonul Colak and Eva Liljeblom March 9, 2023 by renholding

Financial theory suggests that a firm with strong corporate governance (e.g., an effective board of directors), keeps a CEO exactly as long as is optimal for the firm. When the firm’s board and other corporate governance mechanisms are ineffective, however, …

Sullivan & Cromwell Discusses New DOJ Policies for Prosecuting Corporate Crime

By Nicolas Bourtin, Andrew DeFilippis, Aisling O'Shea and Michele Materni March 9, 2023 by renholding

On March 2 and 3, 2023, Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite gave speeches announcing new and amended Department of Justice policies and guidance for prosecuting corporate crime. Both sets of remarks—which built on earlier …

Do the Old Rules Apply to ESG Ratings and Benchmarks?

By Matteo Gargantini and Michele Siri March 8, 2023 by renholding

The steady growth of sustainable finance in recent years poses difficult questions on how regulators should approach it. In the European Union (EU), for example, there has been an explosion of new rules aimed at addressing a broad array of …

Debevoise & Plimpton Discusses ESG and Antitrust

By Ted Hassi, Erica Weisgerber, Timothy McIver, Michael Schaper and Ulysses Smith March 8, 2023 by renholding

Companies, banks, insurers and asset managers are increasingly working together within their industries on environmental, social and governance (“ESG”) initiatives to achieve shared goals on climate change, labor rights and other social issues. In the eyes of many, collective action …

How Litigation Risk Affects Companies’ Liquidity

By Tommaso Oliviero, Min Park and Hong Zou March 7, 2023 by renholding

Securities litigation has become a major source of risk to businesses. From 2007 to 2016 the number of securities class actions (SCAs) filed each year increased by roughly 70 percent in the U.S. and by 115 percent worldwide (PricewaterhouseCoopers, 2017).…

SEC Commissioner Speaks at Columbia’s Going Public in the 2020s Conference

By Mark T. Uyeda March 7, 2023 by renholding

Good morning and thank you, [Columbia Law School] Dean [Gillian] Lester, for the introduction. I am honored to speak to this distinguished group of academics, practitioners, and regulators at today’s “Going Public in the 2020s” conference. My remarks reflect solely

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Fraud-on-the-Market Liability in the ESG Era

By Kevin S. Haeberle March 6, 2023 by renholding

Fraud-on-the-market (“FOTM”) suits are thought to generate considerable benefits for society – namely, those associated with increased stock-market liquidity and price accuracy. But these suits are also said to impose outsized costs. The federal courts have thus long tried to …

Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

By Shalom D. Huber and Loren Koles March 6, 2023 by renholding

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …

Should Labor Abandon Its Capital?

By David H. Webber March 3, 2023 by renholding

Public pension funds and labor union funds (together “labor’s capital”) have faced years of criticism from both the left and the right. The current battle between ESG and anti-ESG advocates, and the introduction of legislation at the state level trying …

SEC Chair Gensler Speaks Before the Investor Advisory Committee

By Gary Gensler March 3, 2023 by renholding

Good morning. I am pleased to join the Investor Advisory Committee. As is customary, I’d like to note that my views are my own and I am not speaking on behalf of the Commission or SEC staff.

I want to

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