Sky Blog
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 …
On March 25, 2026, the Financial Stability Oversight Council (the “Council”) unanimously voted to propose amendments to its interpretive guidance (the “Proposed Interpretive Guidance”) regarding the designation of nonbank financial companies as “systemically important financial institutions” (“SIFIs”) for supervision by …
The charters for Boeing and Google, two of the largest corporations in history, run just seven and eleven pages long, respectively. These charters say almost nothing about the nature of the company’s business and do not contain policies on business …
On February 6, 2026, a unanimous panel of the Ninth Circuit affirmed dismissal of securities fraud claims on loss causation grounds where the stock price decline following the purported revelation of the fraud was “modest, typical, and quickly reversed.” The …
Over the past decade, many companies have embraced the language and practices of stakeholder governance. Corporate mission statements, sustainability reports, and ESG disclosures frequently highlight commitments to employees, communities, and environmental sustainability. Boards authorize charitable-giving programs, diversity initiatives, and policies …
The Financial Crimes Enforcement Network (FinCEN) published a Notice of Proposed Rulemaking (the NPRM)1 on April 1, 2026, that would establish a comprehensive whistleblower incentive and protection program covering violations of anti-money laundering (AML) rules, economic sanctions, and a …
Difficulties in valuing the assets and liabilities of the largest banking organizations aggravated the 2007-08 financial crisis. Regulation under the Dodd-Frank Act sought to increase transparency and reduce complexity among these institutions. With the benefit of significant hindsight, it is …
On April 6, 2026, a divided panel of the U.S. Court of Appeals for the Third Circuit held that the U.S. Commodity Futures Trading Commission (“CFTC”) has exclusive jurisdiction over sports-related event contracts offered by Kalshi, becoming the first federal …
On March 31, 2026, CFTC Director of Enforcement David I. Miller delivered remarks at NYU Law School addressing three significant developments in the CFTC’s Division of Enforcement. First, Miller announced five enforcement priority areas going forward: (i) insider trading (including …
For nearly a decade, debates over ESG – environmental, social, and governance – disclosures have dominated corporate law and securities regulation. Should companies be required to disclose information about climate risk, workforce diversity, or governance practices? At first glance, this …
In a significant ruling last month, the Delaware Supreme Court reversed a Chancery Court decision that had invalidated an 18-month, nationwide noncompete agreement at the pleading stage. The decision in Payscale Inc. v. Norman, __ A.3d __, No. 297, …
Early-stage startups need to raise small amounts of money quickly, cheaply, and repeatedly, often when they have very little to show to prospective investors. At this stage, it is far too early to negotiate the terms traditional venture deals are …
Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission resources. Regrettably, such resources have been misapplied in prior years to pursue media headlines and run up numbers, and in turn, led to misguided …
A corporation is perpetual by default – but its lifespan can easily be limited through either a charter provision or contract. Does anyone actually do that? Indeed they do – and for good reason – as I explain in a …
Delaware is dead, long live Delaware? To a U.S. M&A practitioner, much of the “Dexit” debate about whether corporations should exit Delaware as their jurisdiction of incorporation in favor of another state feels as if it may come full circle …