What History Tells Us About the Value of Bankruptcy Directors

By Robert W. Miller April 30, 2024 by renholding

The proliferation of bankruptcy directors represents a controversial shift in the corporate governance landscape. Independent directors appointed when a company experiences financial distress (known colloquially as “bankruptcy directors”) bring restructuring expertise and experience to a high-stakes situation. Their appointment also …

Cleary Gottlieb Discusses Proposed Regulation on Cyber Incident Reporting

By Jonathan S. Kolodner, Rahul Mukhi and Michael Kowiak April 30, 2024 by renholding

On April 4, 2024, the Federal Register published the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency’s (“CISA”) notice of proposed rulemaking, including the text of the proposed regulation that would implement the key provisions of the Cyber …

Why Sovereign Debt Speculation Should Be Regulated in the United States

By Justin Vanderschuren April 29, 2024 by renholding

Funds that speculate in sovereign debt, so-called “vulture funds,” are often roundly criticized. They purchase distressed debt on the secondary market at reduced prices and then seek payment in court at face value plus interest, penalties, and fees.[1] Although …

Kirkland Discusses Prospect of Comprehensive Nationwide Privacy Legislation

By Olivia Adendorff, P.C., Richard Cunningham, P.C., Lucie Duvall, Christopher Leach and Andrea deLorimier April 29, 2024 by renholding

In the latest effort to enact a federal privacy law, Senator Maria Cantwell (D-WA), Chair of the Senate Committee on Commerce, Science and Transportation, and Representative Cathy McMorris Rodgers (R-WA), Chair of the House Committee on Energy and Commerce, recently …

The Big Lessons from the SEC Speaks Conference 2024

By Jonathan H. Hecht, Anne E. Railton and Anna Wittman April 26, 2024 by renholding

The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about key priorities and trends in the enforcement …

What the SEC’s “Shadow Insider Trading” Trial Means for In-House Counsel

By Edward Imperatore, Haimavathi Marlier, Craig Martin, Val Dahiya, Jackie Liu and Scott Lesmes April 26, 2024 by renholding

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. …

Silent Greenwashing: The Economic Case for Moving from Voluntary to Mandatory Environmental Disclosure

By Julien Manili April 25, 2024 by renholding

As consumers demand protections for the environment, corporations increasingly tout their sustainability efforts. Yet, economic indicators demonstrate that those efforts are mostly talk. Research and development on greener products and processes remains remarkably low, at about 4 percent of global …

Wachtell Lipton Discusses FTC’s Sweeping Ban on Employment Non-Competes

By Nelson O. Fitts, Michael J. Schobel and Emily E. Samra April 25, 2024 by renholding

In a public meeting Tuesday, a divided Federal Trade Commission voted along party lines to issue a final rule prohibiting non-compete clauses for nearly all U.S. workers. The FTC previously published the proposed ban in January 2023, drawing thousands of …

The Challenges and Opportunities of Pre-Packs as a Restructuring Tool

By Aurelio Gurrea-Martínez April 24, 2024 by renholding

In recent years, many countries have adopted some form of pre-packaged reorganizations (“pre-packs”), inspired largely by pre-packs popularized in the United Kingdom and the United States. By shortening insolvency proceedings, pre-packs can reduce the costs of financial distress and especially …

Skadden Discusses Proposed DGCL Amendments’ Impact on Stockholder Agreements, M&A Practices

By Allison L. Land, Edward B. Micheletti and Lauren N. Rosenello April 24, 2024 by renholding

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following

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Do Investors Care Who Led the Audit?

By Daniel Aobdia, Vincent Castellani and Paul Richardson April 23, 2024 by renholding

Following a lengthy and contentious standard setting process, the Public Company Accounting Oversight Board (PCAOB), the U.S. regulator overseeing the auditors of publicly traded companies, implemented Rule 3211 in 2017. This rule requires audit firms to disclose the name of …

How to Buy Shareholder Votes

By Michael R. Levin April 23, 2024 by renholding

Scholars who study activism have researched the value of a shareholder vote for decades. A very small number of activists have attempted to apply that research to actual proxy contests and other AGM matters. The subject was confined to academics …

How Delegated Corporate Voting Advances Corporate Democracy

By Sarah C. Haan April 22, 2024 by renholding

Starting in the 1930s with the earliest version of its proxy rules, the Securities and Exchange Commission gradually increased the proportion of instructed votes on a shareholder’s proxy card until, for the first time in 2022, it required a fully-instructed …

Kirkland Discusses Proposed Regulations for Excise Tax on Share Repurchases

By Mike Carew, P.C., Sara B. Zablotney, P.C., Adam Kool, P.C., JoAnne Mulder Nagjee, Joseph Tootle and Michael P. Alcan April 22, 2024 by renholding

On April 12, 2024, the U.S. Department of Treasury and the Internal Revenue Service published proposed regulations regarding the 1% excise tax on certain stock redemptions and economically similar transactions (corporate “repurchases”) by publicly traded U.S. corporations (“Covered Corporations”) on …

Does Being Ethical Pay for Firms?

By Saurabh Ahluwalia, Linda Ferrell, O.C. Ferrell and Priyank Gandhi April 19, 2024 by renholding

Most businesses follow an explicit or implicit code of conduct that guides their operations, their relations with the public, and their treatment of customers, employees, and other stakeholders. These rules often go beyond what is legally required, and businesses often …

SEC Enforcement Chief Speaks on the Future of Combating Corporate Fraud

By Gurbir Grewal April 19, 2024 by renholding

One of the hallmarks of PCCE is that it brings together academics, regulators, and industry professionals, and allows us to have candid conversations about corporate misconduct and the ways in which we can all work together to improve compliance.

And

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Why Common Ownership Can Increase Competition

By Hadiye Aslan April 18, 2024 by renholding

In recent years, there has been a significant increase in common ownership, where large institutional investors hold substantial shares in several companies within the same sector. Theoretically, common ownership may result in higher product prices, as common owners might favor …

Skadden Discusses Scotus Ruling That Omissions Not Actionable Under Section 10(b) of Exchange Act

By Jay B. Kasner, Scott D. Musoff, Susan L. Saltzstein and Michael S. Hines April 18, 2024 by renholding

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The issue presented was whether the failure to …

Private Equity Negotiations

By William W. Clayton April 17, 2024 by renholding

For most of its history, the private equity industry was largely left alone by securities regulators. A basic assumption underlying this approach was that private equity fund investors are sophisticated and should therefore be able to engage in effective private …

Cleary Gottlieb Looks at New Footnote Required Under Final SEC Climate-Related Disclosure Rules

By Helena Grannis, David Lopez, Francesca Odell, Nina Bell and Jonathan Povilonis April 17, 2024 by renholding

On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum …

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The CLS Blue Sky Blog

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

April 2024