Sky Blog
I argue in a forthcoming article[1] that when corporate misconduct results in someone’s death, resolving the ensuing criminal charges with a “C” plea bargain can be antithetical to the pursuit of justice. To support my argument, I examine one …
The state of Washington became the first to enact a broad premerger notification law covering transactions across all industries. The law, S.B. 5122,[1] was enacted on April 4, 2025, and goes into effect July 27, 2025. S.B. 5122, modeled …
Congress seems on its way to passing the first piece of federal crypto-regulation, the Guiding and Establishing National Innovation for U.S. Stablecoins – or GENIUS – Act. The law would create a comprehensive regulatory framework for payment stablecoins, which are …
European competitiveness: Following the results of the 2024 European elections and the release of the so-called Draghi-report, European competitiveness has emerged as a key priority and a major stewardship theme. European competitiveness is a broad theme affecting various aspects, ranging …
In 2024, the Securities and Exchange Commission (SEC) issued Wells notices to at least 13 crypto companies – several of which were decentralized finance (DeFi) platforms – including Uniswap Labs (Uniswap), the second largest decentralized exchange (DEX) by trading volume
The U.S. Department of Justice (DOJ or Department) has announced a significant shift in enforcement priorities concerning digitalassets. On April 7, 2025, Deputy Attorney General Todd Blanche issued a memorandum (Memorandum) announcing that the Department is not a “digital assets …
In a new paper, I offer a comprehensive, empirically grounded reflection on the evolving architecture of corporate governance in Europe, with a particular emphasis on the Italian regulatory and market experience. My focus is on whether tenure voting rights, which
On April 11, 2025, the National Security Division (NSD) of the Department of Justice (DOJ) issued a press release and multiple guidance documents on its final rule on “Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries …
Issues of labor mobility gained significant attention last year following U.S. bans on non-compete agreements. While the debate on non-competes has many dimensions, this post focuses on how to address firm governance, improve labor welfare, and reduce the loss to …
“Why shouldn’t we be chilled by this?” a federal judge remarked about President Trump’s imposing extraordinary penalties upon the Perkins Coie law firm. The firm represented Trump rival Hillary Clinton in 2016 and is now suing to challenge the president’s …
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
On April 7, 2025, Deputy Attorney General Todd Blanche issued a memo (the “Blanche Memo”) announcing the Trump administration’s Department of Justice (“DOJ”) refocus of enforcement policies related to investigations and prosecutions of individuals and entities involved with digital assets. …
Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …
On April 15, 2025, the American Arbitration Association (AAA) distributed an infographic with statistics on mass arbitration in 2024, which could be read to suggest that the consumer mass arbitration process is functioning effectively. Those steeped in defending mass arbitrations, …
Out-of-court corporate restructurings, or “corporate workouts,” involve high-stakes multi-party negotiations without a clear procedural framework, such as the one that Chapter 11 provides. This gives the parties the freedom to design workouts without the constraints imposed by a rigid legal …
On November 25, 2024, plaintiffs Sjunde AP-Fonden and The Cleveland Bakers And Teamsters Pension Fund (together “Plaintiffs”) moved Judge Jesse Furman of the U.S. District Court for the Southern District of New York (the “Court”) for preliminary approval of a …
Shifting U.S. enforcement priorities may soon create a crisis in international anti-corruption efforts. For decades, the United States spearheaded those efforts through prosecutions under the Foreign Corrupt Practices Act (FCPA). On February 10, however, President Donald Trump issued an Executive …
The dominant shareholder primacy model of corporate governance makes shareholder wealth maximization both the purpose of a corporation and the only legitimate consideration for decisions by corporate directors. Yet that single-stakeholder model is under attack on several fronts. Numerous scholars …
On April 7, 2025, Deputy Attorney General Todd Blanche issued a memorandum to all Department of Justice employees (the “Memorandum”) announcing an overhaul of previous enforcement directives relating to digital assets. The Deputy Attorney General issued the Memorandum consistent with …