Sky Blog
Governments sometimes use private ordering – the delegation of regulatory authority to the private sector – in regulating commerce, finance, and business more generally. In a new article, available here, I focus on one of the federal government’s most …
To encourage the participation of private investors such as private equity firms in the acquisition of failed banks, the FDIC on March 19 approved the rescission of its 2009 Statement of Policy on the Qualifications for Failed Bank Acquisitions.[1]…
In early 2020, a federal judge in San Francisco issued an unusual order: He compelled DoorDash, the food-delivery company, to submit to the arbitration proceedings it had itself contractually required. Over 5,000 delivery drivers had filed individual arbitration demands – …
Banking organizations must ensure that a tokenized security confers identical legal rights as its non-tokenized counterpart to qualify for the same capital treatment as the non-tokenized form of the security, according to new guidance from the federal banking agencies.
In recent years, the SEC has faced scrutiny of its actions under the arbitrary-and-capricious standard of the Administrative Procedure Act (APA), which requires the Commission to adequately justify its rules. In particular, critics have questioned the SEC’s economic analysis of …
On February 25, 2026, the Office of the Comptroller of the Currency (the “OCC”) issued a proposal to implement significant portions of the Guiding and Establishing National Innovation for U.S. Stablecoins Act, known as the GENIUS Act (the “Act”), which …
In two forthcoming book chapters, I argue for maintaining conceptual clarity about the difference between people – that is, the natural kind of the human species – and persons created as artificial entities with rights (and often but not always …
On March 10, 2026, the Department of Justice announced its first ever Department-wide corporate enforcement policy for all criminal cases. Under the new policy, companies that self-report misconduct could be eligible for a declination and avoid fines or monitors.
The …
For the last decade, the legal effort to hold the fossil fuel industry accountable for its climate denialism has been advanced through tort and consumer protection law. Plaintiffs asserted claims of public nuisance and consumer fraud, alleging that “Big Oil” …
For many years, liquidity was often conceptualized through the lens of continuous exchange trading. That framework suggests a system in which liquidity is stable, transparent, and readily accessible, like a placid lake.
In calm markets, liquidity feels effortless. Trading is
Scholars have long debated the merits and legitimacy of “corporate democracy.” But largely absent from the debate is what courts mean by “corporate democracy”– or at least how courts use the phrase. In a forthcoming article, I analyze the more …
Companies increasingly use sophisticated algorithms and consumer data to set individualized prices for goods and services—a practice commonly referred to as “surveillance pricing” or “personalized algorithmic pricing.” While such practices may offer business advantages, they have attracted significant scrutiny from …
In late 2025, when Warner Brothers Discovery (WBD) was actively considering sale of the company, Netflix and Paramount emerged as likely purchasers. Knowing that a merger with either itself or Netflix would raise antitrust concerns, Paramount included in its offer …
The Office of the Comptroller of the Currency, the Federal Reserve Board, and the Federal Deposit Insurance Corporation (collectively, the federal banking agencies) issued new frequently asked questions on how tokenized securities are treated under the capital rules.1
The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1] The distinction is important because …
Accounting-related securities class action filings fell from 57 to a historic low of 34 in 2025, although the cases tended to involve larger issuer defendants than in recent years, according to a new report from Cornerstone Research. The report, Accounting …
Coercive, non-pro rata debt restructurings – widely known as “liability management exercises” (LMEs), just like their pro rata siblings – have become a central tool for distressed borrowers. Proponents of the non-pro rata restructuring often argue that it gives the …
The Securities and Exchange Commission (SEC) on March 17 issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. This is a major step in the Commission’s efforts to provide greater …
Many companies approaching an initial public offering face a familiar concern: whether the underwriters responsible for marketing the deal are fully aligned with the issuer’s interests. IPO underpricing – the tendency for shares to jump in price on the first …
On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an order[1] providing conditional relief from the insider reporting requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) for directors …