Corporate Social Responsibility and Decent Work in China

By Mimi Zou and Glory Nwaugbala June 28, 2024 by renholding

Over the past decade, corporate social responsibility (CSR) has been an important agenda item in EU-China political dialogue and technical cooperation on promoting decent work and international labor standards. The EU has defined CSR as a process “whereby companies integrate …

Wachtell Lipton Discusses DOJ Insider Trading Verdict Based on Use of 10b5-1 Plans

By John F. Savarese, Wayne M. Carlin, David B. Anders, Randall W. Jackson and Michael W. Holt June 28, 2024 by renholding

Last week, a jury in Los Angeles returned a verdict in United States v. Peizer, finding that a company executive engaged in insider trading when, after learning of the likely termination of the company’s most important customer relationship, he …

Is DEI Valuable to Investors?

By Hoa Briscoe-Tran June 27, 2024 by renholding

In recent years, corporate diversity, equity, and inclusion (DEI) initiatives have become a hot topic in boardrooms and beyond. While many companies have embraced these efforts, investors have started to question whether DEI initiatives are truly valuable or merely a …

How Board Consultants Can Affect Corporate Governance and the Business Judgment Rule

By Maria Lucia Passador June 26, 2024 by renholding

In recent years, boards of directors have confronted a strategic dilemma: whether to appoint specialized directors or engage external consultants to advise them on various aspects of their business. This decision has significant implications for a board’s accountability, the application …

Sullivan & Cromwell Discusses Preliminary Injunction on Colorado Interest-Rate Cap on Out-of-State Banks

By Leslie B. Arffa, Morgan L. Ratner and Matthew A. Schwartz June 26, 2024 by renholding

On June 19, 2024, the U.S. District Court for the District of Colorado preliminarily enjoined the enforcement of a Colorado law that would have applied Colorado interest-rates caps to loans made by state-chartered banks—including banks located outside of Colorado—to Colorado …

Dual-Class Companies: Equal (and Unequal) Treatment Agreements

By Caley Petrucci June 25, 2024 by renholding

Dual-class companies – companies with two or more classes of common stock that differ in voting rights – are as popular as they are controversial. Among the dual class ranks are technology companies Facebook (Meta) and Google (Alphabet), food and …

SEC Corporation Finance Director Speaks on the State of Disclosure Review

By Erik Gerding June 25, 2024 by renholding

Good afternoon.[1] I appreciate the opportunity to speak with you again today as part of the Corp Fin Workshop. I wanted to make a few remarks about the important work being done in the Division’s Disclosure Review Program and

…

The Dark Side of Safe Harbors

By Susan C. Morse June 24, 2024 by renholding

Safe harbors are useful and nifty. Consider the SEC’s accredited investor safe harbor under Rule 506 of Regulation D, which allows private securities offerings to sufficiently wealthy investors. Rule 506 facilitates capital formation and promotes efficient markets. Yet …

Sullivan & Cromwell Discusses SEC Charge of Internal Accounting Controls Failure Based on Cybersecurity Breach

By Peter C. Charnell, Robert W. Downes, Nicole Friedlander and Anthony J. Lewis June 24, 2024 by renholding

On June 18, 2024, the Securities and Exchange Commission (“SEC”) announced charges against R.R. Donnelley & Sons Company (“RRD”) for failure to maintain adequate internal accounting controls in violation of Section 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange …

Why Stablecoins and Central Bank Digital Currencies Need to Co-Exist

By Yuliya Guseva, Sangita Gazi and Douglas Eakeley June 21, 2024 by renholding

Money is a complex construct consisting of public and private elements. It is not all coined or printed by a government; a significant portion originates with private-sector entities like banks, against which other private parties have contractual claims. In a …

SEC Chair Gensler Speaks on Shortening the Settlement Cycle

By Gary Gensler June 21, 2024 by renholding

Last month, the U.S. smoothly shortened the settlement cycle for equities, corporate bonds, and municipal securities to one day after the transaction date (T+1). This step better unifies the U.S. market structure, where Treasuries, options, and mutual funds already largely …

Do Carbon Offsets Lead to Decarbonization or Transition-Washing?

By Sehoon Kim, Tao Li and Yanbin Wu June 20, 2024 by renholding

Voluntary carbon markets (VCMs) enable firms to offset their emissions by purchasing and retiring carbon-offset credits issued by third-party project developers. As nations and corporations increasingly commit to combating climate change, VCMs have emerged as a tool to support global …

Democracy, Discourse, and the Artificially Intelligent Corporation

By Michael R. Siebecker June 19, 2024 by renholding

Does the rise of artificially intelligent corporations threaten the integrity and legitimacy of democracy? This question looms large as the 2024 presidential election approaches. A growing number of academics, business leaders, and politicians warn that unchecked development and dissemination of …

Cleary Gottlieb Discusses How CFPB Has Fared Since Challenge to Its Funding Structure

By Nowell D. Bamberger, Elsbeth Bennett and Andrew Khanarian June 19, 2024 by renholding

The Supreme Court recently upheld the Consumer Financial Protection Bureau’s funding structure in a 7–2 decision that will likely pave the way for renewed regulatory activity by the agency in the near future.

Enacted as part of the Dodd-Frank Act, …

Is Mandatory Clearing of Single-Name Credit Default Swaps a Good Idea?

By Randy Priem June 18, 2024 by renholding

In a new paper, I discuss whether mandatory central clearing of single-name credit default swaps (CDS) should be adopted in the United States and Europe — an issue with important consequences for financial stability in both regions.

CDS are financial …

The Factors that Matter for Growth in Institutional Ownership

By Alon Brav, Dorothy S. Lund and Lin Zhao June 17, 2024 by renholding

The growth and concentration of the investment management industry has captivated the scholarly community. Recent scholarship has focused on the “Big Three” investment managers — Vanguard, BlackRock, and State Street Global Advisors — and charted their rapid accumulation of assets …

Cleary Gottlieb Discusses the Context for Analyzing Force Majeure Clauses in the UK

By Jonathan Kelly, Christopher P. Moore, Polina Lyadnova, James Norris-Jones and James Brady-Banzet June 17, 2024 by renholding

Following a long and somewhat sleepy existence on the margins of contractual interpretation case law, force majeure clauses (“FMCs”) found themselves subject to a rude awakening with the global onset of COVID in 2020, and consequent interruptions to …

China’s Debt-Fueled Infrastructure Development Faces a Day of Reckoning

By Steven T. Kargman June 14, 2024 by renholding

In recent years, China has undertaken massive infrastructure development at home and abroad. Under its widely heralded, globe-spanning Belt and Road Initiative (BRI), China’s financial institutions have financed infrastructure projects in numerous countries around the world. Separately, through its so-called …

SEC Chair Testifies Before Senate Subcommittee on Financial Services

By Gary Gensler June 14, 2024 by renholding

Good morning, Chair Van Hollen, Ranking Member Hagerty, and members of the Subcommittee. Thank you for inviting me to testify today on the Securities and Exchange Commission’s Fiscal Year (FY) 2025 budget request. As is customary, I’d like to note …

Looking Under the Hood of Activist Fraud Campaigns

By Byung Hyun Ahn, Robert M. Bushman and Pano Patatoukas June 13, 2024 by renholding

Corporate fraud poses a significant agency cost for stock ownership. Activist short sellers, who conduct and publicize investigative research, play a crucial role in exposing such fraud, in contrast with most short sellers who quietly await price catalysts without public …

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The CLS Blue Sky Blog

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

June 2024