Sky Blog
In April 2010, the Securities and Exchange Commission found itself in headlines no regulator wants. The agency’s Office of Inspector General revealed that 33 SEC employees and contractors had been regularly viewing pornography on government computers during work hours. More …
Since the Securities Act of 1933, Congress has created and carefully maintained a two-track enforcement system that relies on both public enforcement and private enforcement to prevent fraud and protect investors. Congress has at times adjusted the balance of advantage …
Earnouts, working-capital adjustments, and similar price-adjustment mechanisms in private deals or public company carveouts routinely assign certain disputes to an independent accountant — a device parties favor for speed, expertise, and finality. But a perennial question drags those efficient dispute …
The Court of Justice of the European Union (the “ECJ”) recently delivered an important judgment on the interpretation of inside information under Article 7(1)(a) of the Market Abuse Regulation (“MAR”): Brännelius. The judgment addresses what should be understood as …
The G-20 nations committed to reform swap markets following the great financial crisis of 2007-08. In the U.S., these reforms were enacted under the Dodd-Frank Act. The interventions began to take effect at the very end of 2012, and new …
Executive Summary
Corporate insiders can earn abnormal returns by trading on private information about their firms. Because this informational advantage is especially pronounced before major releases of information—such as earnings announcements—regulators and firms impose trading bans, known in the UK as close …
On July 29, 2026, the U.S. Department of Justice announced the National Fraud Enforcement Division’s (“NFED”) first declination under Part I of the DOJ’s revised Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP”). The NFED declined to prosecute Campus Eye Management …
Artificial intelligence at work is not merely a productivity story; it is a governance stress test. Unlike earlier waves of automation, which displaced routine, codifiable tasks, contemporary AI reaches into nonroutine, judgment-heavy work—drafting, summarizing, scheduling, retrieving information, maintaining code—the cognitive …
The Fourth Circuit recently reversed a grant of class certification in a securities fraud action against Boeing, adopting a rigorous approach for establishing class-wide predominance as to damages. In Office of General Treasurer on behalf of Employees Retirement System v. …
Principles and practices of good corporate governance offer a potentially powerful way to manage uncertainty that is often unrealized. Boards allocate capital based on probabilistic assessments of outcomes they often cannot control. Risk committees price scenarios that may never materialize. …
In resolving a significant issue of first impression, the Delaware Court of Chancery held today that directors of public benefit corporations approving a change-of-control transaction are not required to maximize stockholder value. Drakes Landing Assocs., L.P. v. Tilden Park Cap. …