Sky Blog
In a recent case involving Meta (née Facebook), the Delaware Court of Chancery issued an important opinion that speaks to the fundamental nature of corporate governance. Nearly everyone knows that corporate directors owe fiduciary duties to “the corporation and its …
On May 23, 2024, the United States Supreme Court unanimously held in Coinbase, Inc. v. Suski that where there are two competing contracts – one requiring the arbitration of disputes (including the arbitrator deciding whether a dispute is arbitrable), and …
Since the global financial crisis of 2007-2008, the corporate finance markets have been dramatically transformed. Most notable has been the rise of non-traditional providers of debt finance such as private credit funds, which now aggressively compete with traditional finance providers …
In an important step forward, the House voted to pass a bill to establish a comprehensive regulatory framework for digital assets and offering important protections for customers. It could be improved by expressly discarding Howey, Reves or similar inherently …
The duty of good faith and oversight, which is a branch of the duty of loyalty, has been the subject of considerable litigation in recent years, with cases revealing significant information asymmetries between directors and management. These cases are subject …
Copyright law, as it relates to Artificial Intelligence (“AI”), is at a crossroads. Rapid innovation in AI has created a great deal of uncertainty regarding whether popular AI platforms infringe copyright. More than a dozen1 suits are pending across …
Independent directors were originally conceived as guardians of shareholder interests who could safeguard a corporate board’s ability to check management’s power. They have since become a marquee feature of modern corporate governance. What, though, makes a director independent? Scholars, regulators, …
On May 16, 2024, the Securities and Exchange Commission (“SEC”) significantly expanded its consumer information protection framework by adopting rule amendments (the “Final Amendments”) to Regulation S-P, which governs the protection of consumer financial information held by broker-dealers, investment companies, …
On March 7, 2024, in a speech before the American Bar Association, Deputy Attorney General Lisa Monaco announced a “90-day sprint” to establish a new Justice Department whistleblower program. In her speech, Monaco pointed to other highly successful whistleblower …
Plaintiffs’ attorneys often issue marketing releases after public companies announce adverse corporate events. These releases typically say the attorneys are “investigating potential claims” against the company and encourage shareholders who have been harmed to contact the law firm. In a …
The recent California district court decision dismissing the complaint in X Corp. v. Bright Data Ltd. could have significant implications for companies that rely on their terms of use to prohibit unauthorized “data scraping” — that is, using automated tools …
In a recent paper, I draw a rough map of the vast field of decentralized finance (DeFi). DeFi serves as an umbrella term for financial platform transactions that operate through automated protocols on blockchain and have prompted hard discussions …
On April 23, 2024, the U.S. Department of Labor (“DOL” or “Department”) released its final fiduciary rule, marking the completion of its third attempt since 2010 to update the definition of what it means to be an investment advice fiduciary …
In a forthcoming article, we address recent restrictions and diverging approaches among the federal courts to the purchaser-seller requirement for a private action under Section 10(b) of the Securities Exchange Act and Rule 10b-5. The “Purchaser-Seller Rule,” commonly …
One of the keys of successful private equity investing is properly aligning the economic incentives and interests of the sponsor and its portfolio companies’ management teams as they evolve over time. Unlike a public company, where management may receive higher …
You can scribble an agreement on a napkin or hire lawyers to negotiate a contract that is hundreds of pages long. Either way, most of your contractual obligations won’t be in your agreement. They will be in the background rules …
On May 1, 2024, the IRS and the Department of the Treasury issued Rev. Proc. 2024-24 (the “New Rev. Proc.”), which establishes revised standards for taxpayers seeking private letter rulings on tax-free spin-offs, focusing in particular on, among other things, …
In derivatives markets, as in other financial markets, customers rely on intermediaries for access to products. When transacting, a customer faces a choice of whether to return to a prior provider or seek a new one. My post yesterday documented …
Jack Bogle, the father of