Sky Blog
I have argued that insider trading is morally harmless where the issuer approves the trade in advance and makes certain ex ante and ex post public disclosures.[1] I have also suggested that reforming the law to permit such issuer-licensed …
The subject of “proxy access” represents another turning point in the corporate governance of public companies that many boards of directors will need to face, and for some, much sooner than later. Proxy access, which has come to the forefront …
Any successful fraudster can tell you the golden rule of his trade: if no one notices your fraud, keep doing it. The possibility to repeat past success makes fraud very costly: for example, health care fraud accounts for one to …
With recent stock market volatility and sharp drops in stock market prices coupled with the continuing low interest rate environment, management and boards of directors of companies with significant net operating loss carryforwards (NOLs) may want to consider taking steps …
As reflected in the title of the new memoir by Former Federal Reserve Chairman Ben Bernanke, The Courage to Act: A Memoir of a Crisis and Its Aftermath, Bernanke clearly believes that he and other Fed policymakers demonstrated exceptional …
In late May, FINRA published a set of Frequently Asked Questions regarding FINRA’s equity research rule,1 which addresses interactions between issuers, research analysts and investment bankers in various stages of the offering process (the “Research FAQs” or the “FAQs”).…
For a generation, the ideological lines within corporate law have been fairly well defined. On the one side, progressives have argued for a weakening of the shareholder primacy norm as a normative matter or that it does not exist as …
How different is private equity from Berkshire Hathaway? The phrase “private equity” has a certain ring to it, suggesting providing shareholder capital to buy and hold businesses. In fact, most private equity firms use substantial debt to acquire companies, charge …
Our insider trading laws remind us of an old Churchill quote: It is a riddle, wrapped in a mystery, inside an enigma.[1] Insider trading laws have never defined what constitute illegal insider trading information. Yet, the statutory penalties for …
Over the last few years, hedge fund activism has received a great deal of coverage in financial media (and in the mainstream press), has triggered heated debates and been the focus of much academic research. Saviour of capitalism for some, …
SEC proposes modest amendments to AP process to enhance efficiency and address concerns regarding fairness.
In an effort to enhance the efficiency of its processes in administrative proceedings (APs) and bolster its argument that APs offer a fair forum for …
“If you only look at the big banks, you will be missing the forest for the trees,” said Hillary Clinton in the debate last night, responding to calls to break up the major banks. Corporate crime is a broader problem …
The European Court of Justice (ECJ) followed the core of the Opinion of the Advocate General (AG) (see our Privacy Minute dated October 3, 2015) in Schrems v. Data Protection Commissioner (Case No. C-362/14).
Summary
In sum, the ECJ …
The question of fiduciary duties for brokers[1] has been a popular topic of late, especially since the Department of Labor suggested imposing fiduciary duties on brokers handling retirement products in February of 2015[2]. More recently, there was an uproar after …
Stock market prices and the market for corporate control are both crucial elements of the corporate governance matrix within which public companies operate. Share prices constitute highly visible signals of investor perceptions of corporate performance that provide cues for governance …
The Securities and Exchange Commission (SEC) has proposed a set of liquidity risk management requirements for registered open-end mutual funds and ETFs. The proposal is part of a broader SEC agenda to modernize the Investment Company Act of 1940 (’40 …
Although it seems seldom if ever remarked, there is a rich set of parallels between modern U.S. bank regulation, on the one hand, and what used to be garden variety American corporation law, on the other hand. Just as bank …
Effective September 28, 2015, the New York Stock Exchange (“NYSE” or “the Exchange”) amended Section 202.06 of its Listed Company Manual (the “Manual”) to:
Group bankruptcies tend to be large (e.g., Global Crossing, Maxwell, MG Rover, Parmalat) and affect a significant number of stakeholders. Business groups constitute a common way for ultimate owners to exercise control over a large number of companies while containing …
Accredited investors are eligible to participate in unregistered securities offerings such as private equity, venture capital and hedge fund private placements under the SEC’s Regulation D. Based on current SEC Rule 501, an individual investor is qualified as an accredited …