Sky Blog
In a new article, I tackle the increasingly urgent question of how corporate governance principles must adapt in response to the transformative influence of artificial intelligence (“AI”). No longer just a tool for enhancing operational efficiency, AI now fundamentally alters …
On the evening of June 20, 2024, William B. Chandler, III, a former chancellor of the Delaware Court of Chancery and now a practicing Delaware lawyer, gave testimony in the state’s House of Representatives that culminated the legislative response to …
On January 10, 2025, the U.S. Chamber of Commerce, Business Roundtable, American Investment Council and a local chamber of commerce filed a complaint challenging the new Hart-Scott-Rodino (HSR) rules governing premerger notification. Plaintiffs allege that the new rules violate the …
The establishment of the Texas Business Court (“Business Court”) in September 2024 marks a watershed moment in corporate governance. As the “Dexit” phenomenon gains traction – with corporations considering an exit from Delaware as a state of incorporation – Texas …
For better or worse, over the course of my career, I have had the opportunity to participate in the response to three financial crises – the thrift and banking crisis of the 1980s and early 1990s as a member of …
While it is widely recognized that companies regularly lobby Congress, we show that most large public companies also lobby executive agencies. Given that executive agencies are not beholden to companies for campaign contributions, it is not clear whether agencies would …
On October 16, 2024, the Republic of El Salvador (“El Salvador”) announced the financial close of a $1 billion debt-for-nature (“DFN”) swap, which was both the world’s largest conservation-focused operation of this kind to date and the world’s largest DFN …
In the hunt for wasteful and counterproductive regulatory programs, the SEC’s IPO review process makes for a promising target. In a new paper, I show how this IPO “comment letter” bureaucracy has outlived its original justification and call for …
On October 31, 2024, a Second Circuit panel amended its August 2023 decision in New England Carpenters Guaranteed Annuity & Pension Funds v. DeCarlo after granting a motion for rehearing1 and held that misstatements in an audit opinion may be
Equity has become a dominant component of CEO compensation in the past three decades due to its ability to align the interests of managers and shareholders. Each year, a firm can award its CEO either a certain number (share-based) or …
In a recent paper, I explore hidden fallacies in one of the most resilient and enduring of modern corporate law paradigms, namely agency theory (aka the “contractual” or “nexus of contracts” model).
My paper contends that the classical agency theory …
In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025.
We …
One of the defining social issues of our time is the persistent earnings inequality in the U.S. between men and women and between white and minority workers. Many factors contribute to this inequality, but two stand out: (1) pay gaps, …
For the first time in nearly 30 years, the U.S. Department of Justice (DOJ) proposes to materially revise the Foreign Agents Registration Act (FARA). On December 19, 2024, DOJ issued a Notice of Proposed Rulemaking (NPRM) with changes …
Securities law often relies on stock exchanges and other self-regulatory organizations (SROs) to create rules that structure markets. The SEC reviews and must approve these rules if the agency finds they meet certain statutory requirements. SROs file over a thousand
International Organization of Securities Commissions Publishes Report on Impact of Transition Plans Disclosures
The International Organization of Securities Commissions (IOSCO) published a report on November 13 covering the key impacts of, and challenges associated with, transition planning. The …
In a new paper, we present a novel theory of “purposeful enterprise” to explain why nonprofit enterprises survive and thrive. We define nonprofit enterprises as nonprofits that generate revenue primarily through operations rather than donations.[1] Patagonia, Novo Nordisk, IKEA, …
On December 31, 2024, two separate appellate courts issued notable decisions addressing so-called “uptier” transactions. In a typical uptier transaction, a majority of lenders under a credit agreement, in connection with amending the credit agreement and providing additional financing, are …
The digital economy has put antitrust regulation in the spotlight, with increasingly dominant technology companies – such as Amazon, Google, Facebook (Meta), Apple, and Microsoft – reviving concerns about private monopolies reminiscent of Standard Oil and AT&T. Yet the enforcement …
In recent years, big tech companies have faced growing scrutiny over their market power and influence. Yet they continue to expand, often using creative strategies to bypass regulatory roadblocks. One such strategy involves the use of special purpose acquisition companies …