Sky Blog
With a new administration and Congress each expressing interest in pursuing a new regulatory framework for crypto, the prospects for federal stablecoin legislation are growing. On February 4, Sen. Bill Hagerty (R-TN) introduced the Guiding and Establishing National Innovation for …
The Securities and Exchange Commission (SEC) staff recently updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form …
In an era of mounting geopolitical tensions, shifting regulatory landscapes, and intensifying climate risks, the role of institutional investors has never been more important – or more contested. With over $50 trillion in assets under management in the U.S. alone, …
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a …
Yesterday, Delaware State Senator Bryan Townsend introduced a sweeping set of amendments to the Delaware General Corporation Law. If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from …
Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected …
It’s no secret that civil discovery breeds attorney misconduct. The incentives are all wrong. Lawyers have an incentive to advance their clients’ interests. Fighting tooth and nail on behalf of a client helps to justify large fees and repeat business, …
Let’s say upfront: voting “no” or withholding votes on directors is a relatively weak way to influence a portfolio company. We’re stubborn, so we prefer electing directors or amending bylaws. Binding acts work much better than non-binding, like opposing exec …
Corporate success lies at the heart of directors’ duties in many corporate laws, but few of those laws define success. As a result, there is growing confusion and concern about the objective of the firm.
Some scholars argue that it …
Last week, in Maffei v. Palkon, the Delaware Supreme Court held that the decision to change the corporate domicile of a Delaware corporation with a controlling stockholder to Nevada is subject to the business judgment rule, making stockholder challenges …
Delaware’s regime governing controlling shareholders relies on the courts’ ability to police conflicted transactions under the stringent “entire fairness” standard of review. In theory, judicial review under this standard allows judges to distinguish between fair transactions and those that are …
In the early stages of the unicorn era, it seemed that Rule 701 under the Securities Act, which provides a generous exemption for private company equity compensation, might not be up to the task. It is one thing to conclude …
In a new paper, we investigate whether and how ethnic diversity on boards of directors helps shape a firm’s supply chain. Our empirical findings from a sample of U.S. S&P 1500 firms from 2008 to 2020 show a positive effect …
Deployment of generative AI expanded rapidly across many industries in 2024, leading to broadly increased productivity, return on investment and other benefits. At the same time, AI was also a focus for lawmakers, regulators and courts. There are currently 27 …
The traditional view of corporate stakeholders is rapidly becoming obsolete in our hyperconnected world. We can no longer neatly categorize people into simple roles as shareholders, employees, or customers. Today’s reality is far more fluid – employees also own the …
On January 13, the U.S. Court of Appeals for the Third Circuit issued an opinion requiring the SEC to provide a more complete explanation for its refusal to engage in formal notice-and-comment rulemaking regarding the application of securities laws to …
In the wake of the 2008 global financial crisis, stewardship codes emerged as a means for addressing the perceived shortcomings in the governance of public companies (Puchniak, 2024). While these codes vary across jurisdictions, they generally encourage informed voting by …
Citing the threats posed by foreign adversaries and criminal organizations, and seeking enhanced accountability for companies that provide software and cloud services to the federal government, the Biden administration released a new, sweeping Executive Order (“E.O.”) on cybersecurity, signing the …
The Antitrust Division of the Department of Justice has updated its 2019 Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations. The changes bring the guidance in line with recent changes to the DOJ Criminal Division’s compliance guidance, but also …
Over the past few decades, corporate law scholarship has largely relied on insights from the nexus-of-contracts theory of the firm, agency-theoretic reasoning in corporate finance, and the economic analysis of law more generally. These insights have led to substantial theoretical …