Sky Blog
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 …
Around the time Tesla’s board granted CEO Elon Musk a massive 10-year, $2.3 billion equity award, a small number of companies offered similar “mega grants” to their CEOs. The outcome of Musk’s grant is known, but the outcomes of these …
The SEC has issued a much-anticipated interpretation regarding when the federal securities laws apply to certain types of crypto assets and transactions. It is an important step forward, but reflecting the difficulty in drawing clear lines, critical uncertainties persist. Most …
The new optional legal form for startup companies, EU Inc., which launched last week as a so-called 28th regime, is a strategic instrument aimed at promoting incorporation, innovation, and growth across the European Union. In a period of increasing geopolitical …
Prediction markets allow participants to trade contracts on whether or not real-world events will occur. These platforms have grown rapidly, and contracts tied to specific company activity are now actively trading, including contracts on IPOs, mergers and acquisitions, earnings call …
In principle, a potential acquirer may use private information to initiate a deal and offer to pay for the target with temporary overpriced shares. Analogous to insider trading in secondary equity markets, and irrespective of how the deal plays out, …