Columbia Law School
Sky Blog
July 2026
Why We Need Mutual Fund Boilerplate
Mutual fund disclosures read, unsurprisingly, like the legal documents they are—full of terms of art, legalese, and stock language about performance, fees, and investment risk. It is tempting to dismiss disclosures as “boilerplate”—a four-letter word in the law, belittling the …
Arnold & Porter Discusses Proposed FDIC Overhaul of Confidential Information Regulations
The Federal Deposit Insurance Corporation (FDIC) has proposed its first major update to the rules governing Confidential Supervisory Information (CSI) in roughly three decades. The Notice of Proposed Rulemaking (Proposed Rule), which was published in the Federal Register on June …
The Documentation Paradox: AI and the Corporate Duty to Record
Much of the law governing corporate artificial intelligence rests on a single premise: that the a company’s protection against legal liability depends on the quality of the record it can produce. Directors defend oversight claims with minutes and charters. Issuers …
SEC Commissioner Peirce Discusses Proposed Regulation E-Delivery
Today [July 16], in a long-awaited move, the Commission proposed Regulation E-Delivery to make electronic delivery the default under the securities laws for issuers, investment advisers, investment companies, and broker-dealers. This rulemaking focuses on the default delivery method; not the …
How Misinformation Is Muddying the Dexit Debate
For a century, Delaware has dominated American corporate law by securing incorporations from most public companies. This market share made Delaware law a common language among American business lawyers and law professors. Outsize attention to Delaware leaves other states, like …
Cleary Gottlieb Discusses SEC’s 2026 Rulemaking Agenda
The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals …
Against Corporate Contractualism
If there are two hegemonic ideas in academic corporate over the past half century, they are that corporate governance is defined by the “principal-agent” model and that the corporation is in essence a “nexus of contracts.” These ideas are the …
Skadden Discusses SEC Plan to Amend Investment Adviser Pay-to-Play Rule
On July 3, 2026, the U.S. Securities and Exchange Commission (SEC) released its updated regulatory agenda for 2026. The agenda, which is required to be updated semiannually under the Regulatory Flexibility Act, includes an ambitious 38 items. Notably, as part …
Stock as Currency
In April 2026, SpaceX announced an agreement giving it the right to acquire the AI coding company Cursor for $60 billion in SpaceX stock after SpaceX went public. If that stock transaction did not occur, the agreement called for a …
Sustainability Assurance
Assurance providers, a type of green gatekeeper, certify the accuracy of sustainability information. In a new paper, we analyze the market for assurance services, asking whether they should be regulated and, if so, how.
Assurance providers do with sustainability-related …
Skadden Discusses New EU Rules for Cross-Border Banking
Executive Summary
- What’s new: New Article 21c of CRD VI prohibits cross-border provision of “core banking services” into the EU absent an authorised local presence, subject to limited exemptions.
- Why it matters: The restriction reaches routine wholesale cross-border activity of
Narcissism, Related-Party Transactions, and the Limits of Disclosure
Boards often clear a related-party transaction once it has been disclosed, reviewed, and priced on fair terms. In a recent article, we suggest that this may not be enough. The same transaction can be a sensible business arrangement under one …
SEC Chair Speaks at Society for Corporate Governance Conference
Before I offer a few reflections, I must note that the views I express here today are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.
Of course, …
Creditors’ Incentives and ESG in Insolvency
In light of climate change and other environmental threats, the relationship between insolvency law and environmental protection is gaining importance. Additionally, empirical research suggests that violations of environmental law by “brown” firms increase in the year before the firms file …
Sullivan & Cromwell Discusses Parallel DOJ and SEC Spoofing Actions Against Fund Founder and Investment Manager
On June 25, 2026, the Department of Justice announced the guilty plea of Mingran Wang, the alleged founder and investment manager of Greenroots Capital Management, for an alleged multi-year securities-fraud scheme involving more than 3,000 instances of “spoofing.” Wang pleaded …
How Inclusion Can Repair Corporate Governance
Contrary to the popular narrative, leading firms, supported by overwhelming shareholder majorities, have maintained their commitment to diversity, equity, and inclusion (DEI). The reason is simple—inclusive practices improve corporate governance.
Literature from finance, management, sociology, and psychology illustrates that both …
SEC Chair Comments on Commission’s 2026 Regulatory Agenda
The 2026 Regulatory Agenda reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting …
Where Government Policy Can Conflict with Creditor Recoveries
Creditors are generally familiar with various forms of subordination, such as contractual, structural, statutory, and equitable subordination. Yet, they may be less familiar with a dynamic that has become increasingly prominent in recent high-profile distress/restructuring situations in which government policy …
Wachtell Lipton Discusses SEC Expansion of Five Business Day Debt Tender Offer Criteria
On June 30, 2026, the SEC’s Division of Corporation Finance published an exemptive order (the “Debt Order”) permitting tender offers for non-convertible debt securities with a minimum offering period of five business days (a “Five Business Day Tender Offer”) if …