Sky Blog
Some Thoughts for Boards of Directors in 2015
The challenges that directors of public companies face in carrying out their duties continue to grow. The end goal remains the same, to oversee the successful, profitable and sustainable operations of their …
A recent decision in a false claims act case, United States ex rel. Bilotta v. Novartis Pharmaceuticals Corporation (Novartis),[1] underscores the importance of policing employee adherence to corporate policies and industry codes, and assessing strategic responses to allegations …
Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for the 2015 proxy season. The updates address topics …
About two months ago, this columnist was asked to prepare a short report to the SEC’s Investor Advisory Committee on the then still largely unnoticed trend toward bylaw and charter provisions that imposed some form of a “loser pays” rule …
In response to a string of publicly disclosed cyberattacks against financial institutions in recent months, New York and federal regulators are pushing the financial sector to better protect itself and, notably, are seeking additional information about banks’ cybersecurity efforts. Benjamin …
The following post comes to us from Mohsen Manesh, Assistant Professor at the University of Oregon School of Law. It is based on his recent paper, “Nearing 30, Is Revlon Showing Its Age?,” which has been published in the Washington …
The following post comes to us from Brandon L. Garrett, Professor of Law at the University of Virginia School of Law. It is based on his new book, Too Big to Jail: How Prosecutors Compromise with Corporations, which was …
The following post comes to us from Brian J. Broughman, Associate Professor of Law at the Indiana University Maurer School of Law, and Darian M. Ibrahim, Professor of Law at William & Mary Law School. It is based on their …
The following post comes to us from David M. Schizer, Dean Emeritus and the Harvey R. Miller Professor of Law and Economics at Columbia Law School. It is based on his recent paper, “Tax and Corporate Governance: The Influence of …
When can a corporation’s compliance program help stave off indictment? Or at least secure it more lenient treatment from the Department of Justice when resolving a case? DOJ has given fresh guidance on this issue for our clients, signaling what …
The following post comes to us from Eric L. Talley, The Rosalinde and Arthur Gilbert Foundation Professor of Law at the University of California, Berkeley, School of Law. It is based on a recent working paper, “Corporate Inversions and the …
The following speech was delivered by Chair Mary Jo White of the U.S. Securities and Exchange Commission at the SAIS Global Conference on Women in the Boardroom. A copy of the speech is also available here.
Good …
Few crises are worse for a public corporation than to lose one of its top officers to a federal criminal investigation, particularly one resulting in a conviction. Yet, the loss of such an officer to an investigation is not unheard-of, …
Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the various collateral consequences that may arise from such …
Corporate law normally moves at a glacial pace, but sometimes there are periods of rapid change, much of it invisible to the ordinary observer. 2014 may be witnessing such a period of rapid, low-visibility change. Between May 29 and September …
The following post reproduces the text of a letter written by a group of corporate law professors at the University of California, Berkeley, School of Law in response to the U.S. Department of Health & Human Services’ request for comments …
The following post comes to us from Virginia Harper Ho, Associate Professor of Law and Docking Faculty Scholar at the University of Kansas School of Law. It is based on her recent paper, “Shareholder Activism & the Risk Hypothesis,” which …
The following post comes to us from Sarah C. Haan, Associate Professor of Law at the University of Idaho College of Law.
With midterm elections six weeks away, the newest CPA-Zicklin Index has been published here. The 2014 Index …
On September 18, 2014, Gibson Dunn hosted a webcast on shareholder activism. In addition to partners Eduardo Gallardo, Beth Ising and Adam Offenhartz, Matthew Sherman from Joele Frank and Scott Winter from Innisfree M&A also participated. Topics covered include current …
Hedge fund activism has increased almost hyperbolically. Some view this optimistically as a means for bridging the separation of ownership and control; others are more pessimistic, seeing mainly wealth transfers from bondholders or speculative expectations of a takeover as fueling …