Behind the EEO Curtain

By Thomas Bourveau, Rachel W. Flam and Anthony Le May 31, 2023 by renholding

The brutal death of George Floyd in May 2020 put the spotlight on U.S. corporations and their role in fostering diversity, equity, and inclusion (DEI) practices. This rising interest in DEI practices has increased calls from investors and other stakeholders …

Arnold & Porter Discusses Supreme Court Decision Easing Prosecution of Foreign States in U.S.

By James W. Cooper, Kevin Toomey, Rebecca Caruso, Volodymyr Ponomarov and Sean Mirski May 31, 2023 by renholding

On April 19, 2023, the Supreme Court removed two key potential obstacles to the criminal prosecution of foreign states and their agencies and instrumentalities in U.S. courts. In Turkiye Halk Bankasi A.S. v. United States, 598 U.S. __ (2023), …

How Crypto Has Become Vulnerable to Problems of Traditional Finance

By Douglas Arner, Dirk A. Zetzsche, Ross Buckley and Jamieson M. Kirkwood May 30, 2023 by renholding

The year 2022 was an annus horribilis for the crypto ecosystem. The combination of the collapse of the FTX group,[1] the failure of Terra’s UST stablecoin,[2] 3AC’s bankruptcy,[3] and crypto losing $2 trillion in market value became …

Skadden Discusses Proposed Changes to Delaware Corporation Law

By Allison L. Land and Edward B. Micheletti May 30, 2023 by renholding

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to facilitate certain corporate actions. Among other …

SEC Comment Letters for Regulation A Filings Send Quality Signals to Investors

By David Krause May 26, 2023 by renholding

Can the tone or sentiment of an SEC comment letter provide a signal to investors about the quality of an underlying firm? In a new study, I examine that question in the context of Reg A filings.[1]

My study, …

SEC Chair Speaks Before the Investment Company Institute

By Gary Gensler May 26, 2023 by renholding

As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange Commission, and I’m not speaking on behalf of my fellow Commissioners or the SEC staff.

Investment Company Act of 1940

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No Comment: Language Barriers and the IASB’s Comment Letter Process

By Eduardo Flores, Brian Monsen, Emily Shafron and Christopher G. Yust May 25, 2023 by renholding

High-quality accounting standards are critical for efficient global markets. The most widespread – used in more than 150 countries – are International Financial Reporting Standards (IFRS). The International Accounting Standards Board (IASB) creates and maintains IFRS, which is challenging because …

Unpacking the U.S. Deposit Insurance Debate

By Todd H. Baker May 24, 2023 by renholding

U.S. banking has always been a risky business. The financial panics of 1819, 1837, 1873, 1907, and 1931-32 all sparked banking crises, recessions, or full-scale depressions. Depositors lost everything every time a bank failed. But the Great Depression was the …

SEC Chair Gensler Speaks on Emerging Trends in Asset Management

By Gary Gensler May 24, 2023 by renholding

I am pleased to welcome everyone to the Division of Investment Management’s inaugural Conference on Emerging Trends in Asset Management.

As is customary, I’d like to note that my views are my own as Chair of the Securities and Exchange

…

How EU and U.S. Disclosure Requirements Differ While Sharing the Same Goals

By Chiara Mosca and Chiara Picciau May 23, 2023 by renholding

Financial markets and securities regulation in the European Union and the United States are converging in an increasing number of areas, from the repression of market manipulation to the provision of stricter requirements for market gatekeepers, such as auditing firms …

Skadden Discusses Evaluating and Managing AI Risk Using the NIST Framework

By Stuart D. Levi, William Ridgway and Lilia Jimenez May 23, 2023 by renholding

The rapid adoption of artificial intelligence (AI) technology into corporate environments has left many organizations understandably struggling with how to identify, measure and manage the unique risks of these nascent systems. Organizations are also trying to determine a pathway to …

The New Corporate Law of Corporate Groups

By Mariana Pargendler May 22, 2023 by renholding

Large firms today are rarely organized as a single legal entity, but rather as corporate groups with numerous subsidiaries that have separate legal personalities. A debate has long raged over how to treat the legal boundaries between companies belonging to …

The Data on How State and Federal Courts Enforce Forum Selection Clauses

By John Coyle May 22, 2023 by renholding

The United States legal system is immensely complex. There are state courts and federal courts, state statutes and federal statutes, state common law and federal common law. When I imagine a foreign lawyer trying to explain this system to a

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Are Corporate Misdeeds Deterred by Market Competition?

By Jie Chen, Xuan Tian, Bin Xu and Xiaoyu Zhang May 19, 2023 by renholding

In July 2021, President Biden issued an executive order aimed at promoting competition in the American economy. This development has renewed researchers’ interest in the impact of competition on firm behavior and economic activity. While prior research focused on how …

SEC Commissioner Speaks on Cybersecurity and Protecting Investors

By Jaime Lizárraga May 19, 2023 by renholding

Good morning. Thank you, Bob [Zukis]. It is a pleasure to be here today, and I thank the Digital Directors Network for hosting this discussion about cybersecurity. This topic is so essential for the safety and resiliency of our capital

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How CEO Bonuses and Taxes Have Affected the Offshoring of Corporate Activity

By Katie Boylen, Fabio B. Gaertner and Melissa Martin May 18, 2023 by renholding

Executive compensation and corporate taxation are both hot button issues, but can they be related? In a recent paper, we examine how CEO bonus contracts reinforce global tax incentives and show that executive pay practices helped drive corporate activity …

Sullivan & Cromwell Discusses Decisions Cutting Back Expansive Theories of Federal Fraud

By Max Gottschall, Morgan Ratner and Nic Bourtin May 18, 2023 by renholding

Appellate courts rejected broad theories of white-collar fraud three times last week.

First, on May 10, 2023, in an opinion by Judge Lynch, the U.S. Court of Appeals for the First Circuit vacated the mail and wire fraud convictions of …

Mythical Adverse Effect

By Naveen Thomas May 17, 2023 by renholding

The material adverse effect (“MAE”) definition in mergers and acquisitions agreements is one of the most intensely negotiated, litigated, and studied contract provisions ever. It has nearly tripled in average length over the past two decades, as lawyers haggle over …

Simpson Thacher Discusses the SEC’s Climate and ESG Task Force

By Leah Malone, Marc Berger, Michael Osnato, Stephen Blake and Emily Holland May 17, 2023 by renholding

Aligning with the growing importance of ESG concerns to investors, and coinciding with increased investor appetite for ESG-related investment portfolios, the SEC created the Climate and ESG Task Force (the “Task Force”) within the Division of Enforcement on March 4, …

Calling Republicans’ Bluff on the Debt Ceiling – and Creating Contingency Plans

By Eric W. Orts May 16, 2023 by renholding

As Treasury Secretary Janet Yellen recently observed, the United States has not defaulted on its national debt since its founding in 1789, and we should not start now.[1] She also pointed out that Congress has raised the statutory ceiling …

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The CLS Blue Sky Blog

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

May 2023