Sky Blog
The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …
Chairman Scott, Ranking Member Warren, and Members of the Committee: It is an honor to testify before you today. Thank you for this opportunity to discuss the work of the U.S. Securities and Exchange Commission.[1]
Nine months ago, I
Understanding top managers’ behavioral quirks is sometimes key to predicting their corporate policy choices. Often overlooked is the speed with which managers and their companies report good news versus bad news.[1] Which do they tend to report faster? The …
While the distressed debt market continues to be extraordinarily active, Chapter 11 activity has remained at a relatively steady level compared to recent years. The high costs of Chapter 11, together with stakeholder incentives to “kick the can” when possible, …
Independent monitorships have become a familiar feature of modern corporate enforcement. Once largely confined to court-appointed special masters in public law litigation, monitors are now routinely imposed in corporate settlements with the Department of Justice, the Securities and Exchange Commission, …
On February 3, 2026, the U.S. Court of Appeals for the Third Circuit issued a decision in Abramowski v. Nuvei Corp., holding that the “Best Price Rule”—a tender offer rule intended to prevent differential treatment among similarly situated security …
In boardrooms, courtrooms, and regulatory debates, corporate short-termism is often treated as a problem to be solved. Executives who focus too heavily on quarterly earnings, critics argue, sacrifice long-term value by cutting investment, skimping on innovation, and prioritizing optics over …
On January 23, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (C&DIs) related to Proxy Rules, Executive Compensation, Tender Offers and Schedules, and Securities Act …
The capture of Nicolás Maduro by U.S. forces in the early morning hours of January 3, 2026 produced dramatic headlines, but a key question is whether his removal significantly affects the dynamics that have underpinned Venezuela’s long‑running crises. The reality …
In 2025, U.S. Department of Justice (“DOJ” or the “Department”) leaders announced significant recalibrations of the Department’s corporate enforcement priorities. For example, in a May 12, 2025 memorandum from then-Acting Assistant Attorney General of DOJ’s Criminal Division, Matthew R. Galeotti, …
For over a decade, the narrative of corporate governance was focused on the concentration of power. The “Big Three”asset managers – BlackRock, Vanguard, and State Street – along with the two dominant proxy advisers, ISS and Glass Lewis, were seen …
The Federal Trade Commission (“FTC”) has announced revised monetary thresholds for the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR Act”), as well as adjustments to the HSR filing fees. The revised thresholds were published in the Federal Register on January …
In recent decades, the business world has undergone a significant paradigm shift. What began as largely voluntary corporate social responsibility (CSR) initiatives has evolved into a comprehensive framework of environmental, social, and governance (ESG) metrics. As demand for these metrics …
In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty. Unpredictability caused by frequent policy shifts and evolving expectations and demands from governmental and market actors added complexity to …
For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC) has offered foreign companies substantial accommodations such as exemptions from …
In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season. Since this …
In a new article, I examine how the role of derivatives in the crypto industry compares in terms of sophistication and leverage with their role in traditional finance. Engaging in the first qualitative and empirical analysis of the issue, …
Recently in Johnson & Johnson et al. v. Fortis Advisors, LLC, the Delaware Supreme Court reversed, in part, the Delaware Court of Chancery’s ruling that a buyer breached the implied covenant of good faith and fair dealing (the “implied …
In 2023, a former employee and shareholder of a struggling startup called Teespring sued not just the company and its managers, but also one of its investors: Hydrazine Capital, a venture fund affiliated with OpenAI CEO Sam Altman. The plaintiff …
The New York State Attorney General filed civil actions against a former executive for insider trading and against his company for approving the trading plan that the executive used. These actions highlight the risk of state regulators filing claims that …