Sky Blog
Corporate boards will be called upon to renew their oversight of corporate compliance following the recent announcement of several new corporate fraud enforcement initiatives by the U.S. Department of Justice (DOJ). Most notably, these include a new whistleblower program and …
On February 13, the Financial Crimes Enforcement Network (“FinCEN”), within the U.S. Treasury Department, issued a Notice of Proposed Rulemaking (“Proposed Rule”) that would extend certain anti-money laundering program requirements to:
How do directors add value to corporations, and what are their incentives? They add value through monitoring and advising management – although monitoring seems to have taken precedence in the wake of high-profile financial scandals. As for directors’ incentives, the …
The Federal Deposit Insurance Corporation (FDIC) released a Proposed Statement of Policy on Bank Merger Transactions (the Proposal) that outlines the FDIC’s views on its jurisdiction and expectations with respect to each statutory factor under the Bank Merger Act (BMA).…
It has been a year since Silicon Valley Bank failed, and one of the major policy questions that emerged – what to do about deposit insurance? – remains unresolved. Banking is an industry that needs public confidence to function, and …
Despite facing challenges both from Congress and in court, the Consumer Financial Protection Bureau’s (CFPB’s) “Small Business Lending Under the Equal Credit Opportunity Act (Regulation B)” (Small Business Rule) is likely here to stay.
In December 2023, President Biden vetoed …
From 2011 to 2019, the number of bank charters fell by nearly one-third, from 7,357 to 5,177, with community banks accounting for three-quarters of this decline (FDIC Community Bank Report, 2020) In a new paper, we presents compelling …
The Inflation Reduction Act of 2022 (IRA) allows so-called “applicable entities” to elect to treat certain renewable energy tax credits as payments of federal income tax, generating a refund payment from the IRS (refundable tax credits or elective payment). Applicable …
In 2004, the European Union (EU) adopted the Takeover Directive, a framework statute aimed at regulating corporate control transactions and takeover bids targeting EU listed issuers. The Directive, amidst aspirations of fostering a unified market for corporate control and ensuring …
Today, Columbia is honoring Jack Coffee, a leader of securities law scholarship and policy. I hope Columbia one day might invite me back to celebrate your career, Professor Fox. Caveat inviter, though, at the SEC, we are Merritt neutral. As …
Corporate executives are responsible for seeking and acting on business opportunities and investment initiatives (often called company “projects”). However, there is a danger that they will take on too many projects, which diminishes the overall quality of projects presented for …
On March 15, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s climate disclosure rules, which were adopted on March 6. The rules are discussed in our earlier post here.
The 20-word …
Traditionally, senior lenders have wielded all the control in bankruptcy and out-of-court restructurings. They usually hold liens on all or substantially all the debtor’s assets and enjoy payment priority over virtually all other claimants. Meanwhile, modern debt instruments often contain …
In the latest development signaling California’s increasing efforts to police antitrust violations, on March 6, 2024, Senior Assistant Attorney General Paula Blizzard announced that the California Office of the Attorney General (“California AG”) Antitrust Section is reviving its criminal antitrust …
After several years of dramatic growth, ESG investing seems to have entered a period of retrenchment. While it is impossible to predict the future trajectory of ESG, the movement has revealed important structural features of our financial system and the …
Generative artificial intelligence (GenAI) has seen a rapid expansion in personal and commercial use. Tools such as ChatGPT have helped to automate mundane tasks, create first drafts of communications and streamline research.
While the business uses for such technology are …
What relevance does international law have for corporate governance? Why should corporate executives pay attention to it? The short answer is because their stakeholders do. In two separate articles, I explore the ways in which corporate stakeholders – including consumers, …
On February 29, the Delaware Chancery Court declined to dismiss claims that the process followed in obtaining board and stockholder approval of the merger of Activision Blizzard, Inc. with a subsidiary of Microsoft failed to comply with the requirements of …
The media often highlights hefty CEO compensation packages featuring lucrative stock grants, restricted shares, and stock options. The rationale for offering such equity-type compensation to top executives is to align the interests of managers and shareholders to mitigate agency conflicts …
In October 2023, the FDIC proposed enforceable guidelines on corporate governance and risk management that would apply to all state non-member banks with $10 billion or more in assets.