Skadden Discusses the UK ICO Strategy on AI Governance

By David A. Simon, Stuart D. Levi, Nicola Kerr-Shaw, Eve-Christie Vermynck and Jonathan Stephenson June 13, 2024 by renholding

Rather than specifically regulating artificial intelligence (AI), the UK government has opted to rely on the existing web of laws and regulations applying to technology across a spectrum of sectors in its jurisdiction. But with this pro-innovation, principles-based approach comes …

How Restructuring Employee Compensation at Boeing Could Improve Airline Safety

By Hamid Mehran June 12, 2024 by renholding

Five years ago, 346 people tragically died in two separate crashes of Boeing’s 737 MAX airplanes. Both crashes were due to seriously flawed design features and inadequate training for pilots. More recently, a harrowing incident occurred when a plug door …

SEC Chair Speaks on Markets, Securities Laws, and the SEC

By Gary Gensler June 12, 2024 by renholding

I’d like to welcome you—the nearly 120 members of the “Class of 2024” attending the SEC’s International Institute on Securities Market Growth and Development. As is customary, I’d like to note that my views are my own as Chair of

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Dissent Is a Fiduciary Duty

By Joseph W. Yockey June 11, 2024 by renholding

Many leading companies encourage their employees to dissent, believing that it can enhance organizational learning. When employees disagree with management, they can identify blind spots, counteract groupthink, and generally overcome gaps in understanding. These qualities help spur the innovation and …

Davis Polk Discusses Appeals Court Decision Vacating SEC’s Private Fund Advisers Rule

By Leor Landa, Gregory S. Rowland, Michael S. Hong, Sijia Cai and Michael W. Brasher June 11, 2024 by renholding

On June 5, 2024, a three-judge panel on the U.S. Court of Appeals for the Fifth Circuit unanimously ruled to vacate the SEC’s new rules and amendments under the Investment Advisers Act of 1940 (the Advisers Act) that targeted private …

Does the Moelis Decision Warrant a Quick Legislative Fix?

By Jill E. Fisch and Anat Alon-Beck June 10, 2024 by renholding

On February 23, 2024, the Delaware Court of Chancery issued its decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, which invalidated a stockholder agreement between Moelis & Company (the “Company”) and its founder and controlling …

Skadden Discusses FTC-DOJ Request for Information on Serial Acquisitions and PE Roll-Ups

By Tara Reinhart, Ken Schwartz, Mike Sheerin, Dave Wales and Julia York June 10, 2024 by renholding

On May 23, 2024, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) jointly announced a request for members of the public to provide information that the agencies can use “to identify serial acquisitions and …

Tesla Investors Deserve Musk’s Attention

By Lucian Bebchuk and Robert J. Jackson, Jr. June 7, 2024 by renholding

Yesterday’s news that Tesla’s chief executive, Elon Musk, asked a supplier to redirect scarce chips needed for artificial-intelligence development from Tesla to other Musk-owned companies followed reports that Donald Trump is considering Musk for a role in a new administration. …

Arnold & Porter Discusses EU’s Corporate Sustainability Due Diligence Directive

By Katia Yannaca-Small, Alexander Italianer and Ana S. Pirnia June 7, 2024 by renholding

On May 24, 2024, the Council of the European Union gave its final approval to the Corporate Sustainability Due Diligence Directive (CSDDD or directive) that was proposed by the European Commission in February 2022.[1] This milestone marks the completion …

The Elephant in Tesla’s Boardroom

By Lucian Bebchuk and Robert J. Jackson, Jr. June 6, 2024 by renholding

Next week, Tesla investors will cast an unprecedented vote on what a court called the “largest chief-executive pay package in the history of public markets.” While the vote has been closely watched, little attention has been paid to the elephant …

Sullivan & Cromwell Discusses Agency Proposals for More Restrictive Rules on Incentive Compensation

By H. Rodgin Cohen, Heather L. Coleman, Julia E. Paranyuk and Marc Treviño June 6, 2024 by renholding

On May 6, 2024, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Federal Housing Finance Agency re-proposed their joint rule to implement Section 956 of the Dodd-Frank Act, which requires federal financial regulators …

How Foundation Ownership Affects Creditor Governance

By Bonnie Buchanan and Caglar Kaya June 5, 2024 by renholding

Foundation ownership represents a distinct form of corporate governance that challenges the traditional profit-maximization motive of the shareholder capitalism model. Foundations are independent self-governing bodies that own and control companies and pursue both commercial and social (often philanthropic) goals. As …

Who Re-Classifies a Board of Directors?

By Michael R. Levin June 5, 2024 by renholding

Classified boards of directors (BoD) remain one of the sorest of sore spots about portfolio companies. Investors complain about them endlessly. Proxy advisors loathe them. Shareholder proposals to de-classify tend to succeed.

Sure, many new IPOs and de-SPAC companies start …

Oscar Law: Governance and Other Legal Issues Involving the Industry of Elite Entertainment Awards

By Reid K. Weisbord and Jordan Bondurant June 4, 2024 by renholding

Each year, roughly 35 million television viewers tune in to watch live telecasts of the Oscars, Grammys, Emmys, Tonys, and Golden Globes. That celebratory ritual of broadcast television, which honors the year’s best stage, screen, and recording performances, has grown …

Goodwin Procter Discusses Add-On Acquisitions in Private Equity

By Jim Moriarty, Gregory Cage and Victoria Woodward June 4, 2024 by renholding

Over the past several years, sponsors have increasingly relied on add-on acquisitions to increase the value of their portfolio company investments. As EBITDA and revenue multiples on larger platform acquisitions increased through 2021 and into the early part of 2022, …

Introducing Unilateral Choice-of-Law Clauses

By John Coyle June 3, 2024 by renholding

Over the past decade, so-called “unilateral” or “asymmetric” forum selection clauses have attracted a lot of attention. A unilateral forum selection clause does not name a court in which to resolve disputes at the time of …

SEC Enforcement Chief Discusses Five Principles of Effective Cooperation in Investigations

By Gurbir Grewal June 3, 2024 by renholding

This event, together with its East Coast and now Midwest counterparts, offers regulators like me a unique opportunity to speak directly to leaders of the securities bar about issues of mutual concern. That’s what I’d like to do this afternoon

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The CLS Blue Sky Blog

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

June 2024