Sky Blog
The strangest thing about federal criminal justice today may be that companies are offered a clearer path to redemption than people are.
When a corporation commits a crime, the U.S. Justice Department increasingly offers something close to a path to …
Over the past year, we have moved decisively on our agenda to return to first principles across every dimension of the SEC’s mandate—namely, to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. Fundamental to fulfilling this …
The next big episode of distress in the financial system may not begin inside a bank. Instead, it may start with a margin call, a failed repo rollover, or an open-ended fund facing redemptions.Wherever it comes from, though, the fallout …
The private equity exit market has improved, but it has not reverted to the conditions many sponsors once viewed as normal.
Several sponsor-backed issuers accessed the public markets during the first quarter of 2026, while large sponsor-to-sponsor transactions also returned …
The Trump Administration’s May 19 executive order[1] on fintech innovation (the “Order”) seeks to force a sharp shift in the regulatory relationship between banks and other federally regulated financial services providers and what it calls “fintech”—any financial service offered …
“Registered Offering Reform,” released by the Securities and Exchange Commission (the SEC) on May 19, 2026, represents one of the most consequential SEC rulemaking initiatives in decades. The proposed rule and form amendments aim to further the SEC’s …
ExxonMobil’s proposal to change its domicile from New Jersey to Texas offers an important test of a principle that, in a forthcoming article, Corporate Disenfranchisement, Sergio Alberto Gramitto Ricci and I call the Leopard Paradigm. The paradigm holds …
On April 23, 2026, the U.S. Attorney’s Office for the Southern District of New York (SDNY) and the Commodity Futures Trading Commission (CFTC) announced parallel criminal and civil enforcement actions against an active-duty U.S. Army servicemember, alleging that he used …
When the Securities and Exchange Commission proposes a new rule, it follows a “notice-and-comment” process. It first discloses the proposed changes, then it invites constituents to write comment letters addressing those changes, and finally it settles on what to adopt. …
Today [May 19], the Commission proposed two rulemakings that serve as the foundation for my agenda to Make IPOs Great Again. These proposals build upon the legislative and regulatory concepts that have proven successful in the past and aim to …
For decades, public corporations have generally treated Delaware as the state of choice for incorporation. Exxon Mobil’s proposed reincorporation from New Jersey to Texas challenges that approach in a distinctive way: Exxon was never a Delaware corporation at all.
That …
On April 28, 2026, the SEC adjusted for inflation the dollar amount thresholds for both the assets under management and net worth tests for “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940, as amended.1 Rule …
In a forthcoming article, we examine the inequities and disparities in federal sentencing for insider trading convictions. The article examines the causes, symptoms and reach of this phenomenon and recommends corrective measures, including a deemphasis of financial harm-based sentencing enhancements …
The U.S. Court of Appeals for the Second Circuit recently affirmed the dismissal of a securities fraud class action against S&C client Barclays in Knapp v. Barclays PLC. S&C represented Barclays in the appeal. The court resolved two “issues …
On May 11, two of the world’s most valuable private companies all but admitted that the AI private market boom has been built on shaky legal ground.
OpenAI announced that unauthorized transfers of its equity, which were made through special …
Though shareholder activism is a pivotally important corporate governance topic, historical analysis of shareholder engagement with publicly traded companies has generally been cursory. In a recent paper I do much to correct matters for the United States in the first
I have now been in this role for about a week, and it feels very much like returning home. I previously served nearly five years as Director of the SEC’s Fort Worth Regional Office, and I have practiced in this …
Environmental, social, and governance (ESG) considerations have moved from the periphery of corporate governance into the heart of fiduciary decision-making. What began as a largely voluntary framework for assessing non-financial risks has become a central point of legal, political, and …
Regulatory clearance is one of the most consequential variables in many M&A transactions. The increasing complexity of many regulatory regimes and M&A transactions, the evolving (and often more aggressive) positions of regulators, and the growing politicization of some approval processes …