Sky Blog
In January 2026, Dudley DeBosier—a leading Louisiana personal-injury firm—announced a high-profile private equity partnership. The deal used a management services organization, or MSO: a split-entity workaround in which attorneys keep ownership of the law firm while a PE-backed vehicle …
In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’ …
For more than eight decades, Rule 14a-8 (the SEC’s shareholder proposal rule) has been both a solvent and an irritant in U.S. corporate governance. The rule sought to ease management’s hold on the agenda of the company-funded proxy process by …
On April 10, 2026, and consistent with its previous approval of similar proposals by other national exchanges (24X and NYSE Arca), the SEC approved the Nasdaq Stock Market (Nasdaq) proposal to extend its trading hours for NMS stocks and exchange-traded …
Much commentary has focused on the Trump Administration’s use of criminal prosecutions to gain political vengeance and enforce conformity with Trumpian policy preferences. The clearest examples of such political retaliation involve New York Attorney General Letitia James, and Federal Reserve …
Activism remains a persistent and increasingly important feature of the landscape for publicly traded insurance groups.
As we have discussed in prior Debevoise Updates, activist campaigns in recent years fall into two broad categories: institutional investors holding long-term positions and …
Few issues in corporate governance have become as politically charged as environmental, social, and governance (ESG) policies. What began as a framework for integrating ESG factors into investment and risk analysis has, in recent years, turned into a broader ideological …
Corporate short-termism–where companies sacrifice long—term value for transient boosts in short-term stock prices—has long been a hot topic of debate in corporate law and political discourse. Critics argue that activist hedge funds, performance-based compensation, and quarterly reporting have forced public …
On March 19, 2026, the federal banking agencies issued a package of proposed changes to the regulatory capital requirements for banking institutions of all sizes, from the largest GSIBs and super-regional banks to community banks. This package of proposals (the …
When does a shareholder become powerful enough to control a corporate vote?
That question has taken on unusual importance in Delaware. Unlike ordinary shareholders, controlling shareholders are subject to fiduciary duties. And after litigation over Elon Musk’s compensation package, in …
On April 7, 2026, Treasury Secretary Scott Bessent and Federal Reserve Chair Jerome Powell convened an urgent, closed-door meeting with the CEOs of some of the nation’s largest banks to discuss the cybersecurity risks posed by Anthropic’s newly announced AI …
Silicon Valley Bank’s failure exposed many familiar weaknesses: uninsured deposits, interest-rate risk, a concentrated depositor base, and weak interest-rate hedging. But the more revealing lesson lies one layer deeper. The supervisory failure was not simply that regulators missed red flags …
Today [April 21] marks one year since I began my third tour of duty at the SEC. I first served on the staff of Chairmen Richard Breeden and Arthur Levitt in the early 1990s, and then later as a Commissioner …
In a genuinely shocking display of regulatory hubris, the SEC just announced via an “Exemptive Order” the most significant change to the tender offer rules in a generation. The Order shortens the minimum period of a cash tender offer for …
Shareholder proposals under Rule 14a-8 have played a major role in transforming corporate America, bringing to the fore everything from non-staggered boards and majority voting for directors to disclosure concerning diversity and lobbying expenditures. Most shareholder proposals are “precatory”—advisory rather …
As courts have begun addressing generative AI in the privilege and work product context, they are also confronting related disputes in the context of protective orders. Recent decisions Morgan v. V2X, Inc. and Jeffries v. Harcros Chemicals, Inc. show …
The GENIUS Act, enacted in July 2025, provides a federal regulatory framework for stablecoin issuers, including a carveout that, under certain conditions, allows states to oversee issuers of less than $10 billion. After the law went into effect, the …
Good morning and good to be with you all. Joe [Mecane], thank you for the introduction. It’s an honor to join you for STANY’s 90th annual conference. For ninety years, your association has contributed precious time and expertise to …
The equitable remedy known as piercing the corporate veil lacks coherence and consistency. No one knows when or why a request to hold shareholders personally liable for a judgment against their corporation might occur. This uncertainty persists despite numerous, comprehensive …