Sky Blog
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. …
Governments around the world are rediscovering ownership as an instrument of economic policy. From Washington’s industrial policy and Beijing’s state-owned enterprises (SOEs) to sovereign wealth funds across Asia, states are increasingly acting not merely as regulators but as strategic shareholders. …
In 2023, an open-source project for managing decentralized autonomous organizations (DAOs) on Ethereum became embroiled in a dispute that raised legal and governance questions for digital assets and decentralized technology. The protocol, called Aragon, had structural traits that are common …
In November 2024, the Financial Accounting Standards Board finalized its Disaggregation of Income Statement Expenses (DISE) standard. Beginning in 2028, public firms will have to break out employee compensation from each functional expense item on the face of their income …
In a recent comment letter, we take issue with a Department of Labor proposal (the “Proposal”) to create a safe harbor that would facilitate large-scale retail investment in private markets through 401(k) plans. While much of the DOL’s analysis …
The Private Securities Litigation Reform Act’s (“PSLRA”) automatic stay during the pendency of a motion to dismiss is one of the most important procedural protections for defendants in a securities action. The stay, which applies to “all discovery and other …
Corporate law gives corporations the ability to own assets, enter contracts, raise funding, and operate at scale. The central commitment corporations make in return is to act lawfully. Yet when violations of the law are hard to detect and penalties …
In M&A, an acquirer must pay an acquisition premium to target shareholders. However, much to academic puzzlement, this universal reality rubs against theory. Two fundamental ideas in modern financial economics are the efficient capital market hypothesis (ECMH) and the capital …
On July 17, 2026, Scoular, a Nebraska-based agricultural company, entered into a three-year deferred prosecution agreement (DPA) with DOJ to resolve a Foreign Corrupt Practices Act (FCPA) case. The case has all the hallmarks of a standard FCPA resolution and …
Joint ventures (JVs) have become the load-bearing walls of the industrial economy. In mining, over three-quarters of copper and nearly two-thirds of lithium production come from JVs[1]. In oil and gas, roughly half the output at majors like …
The Commission, the Crypto Task Force, and staff across the Divisions have done tremendous work in the past year and a half to provide clarity to crypto markets as to when a certain asset or activity is subject to the …
Boards are under pressure to become more diverse, but diversity is often measured at a particular moment rather than over time. Missing is any attempt to determine whether the board is renewing itself. In a new paper, we study …
The Supreme Court’s October Term 2025 was one of the most consequential in years. While the Court grappled with contentious, blockbuster cases concerning birthright citizenship, voting rights, and transgender rights, the Term ultimately was dominated by disputes testing — and, …
On May 5, 2026, the Securities and Exchange Commission proposed amendments that would permit U.S. domestic issuers to file financial reports semiannually rather than quarterly. Under the proposal, the choice would rest with the firm alone—that is, with its board …
I should like to begin by extending a warm welcome to the Committee’s new members—Anya Coverman, Joseph Lucosky, Andrew Prystai, Rodrigo Seira, and Erik Syvertsen. I am certain that your collective expertise and many contributions will prove invaluable as we …