Columbia Law School
Sky Blog
Delaware’s Familiarity
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 …
Corporate Governance
Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs
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 …
Morrison & Foerster discusses DOJ Guidance on Effective Compliance Programs
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 …
Tax Inversions and Regulatory Competition
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 …
Completing the Journey: Women as Directors of Public Companies
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.
I. Opening
Good …
Cleary Gottlieb discusses Restitution for Internal Investigations
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, …
Skadden discusses Enforcement Actions Against Regulated Financial Services Firms
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 …
Fee-Shifting and the SEC: Does It Still Believe in Private Enforcement?
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 …
Hobby Lobby and Closely Held Corporations
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 Risk Hypothesis of Shareholder Activism
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 …
Which Comes First: “(Investor) Accountability” or “(Public) Disclosure”? The Fourth Annual CPA-Zicklin Index
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 …
Gibson Dunn discusses Shareholder Activism
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: Impacts and Options
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 …
Simpson Thacher discusses OCC Guidelines for Bank Risk Governance
On September 2, 2014, the Office of the Comptroller of the Currency (the “OCC”) issued final guidelines (the “Guidelines”) establishing risk management standards for large national banks, insured federal savings associations, and insured federal branches of foreign banks (each, a …
The Broader Governance Lessons of the “Valukas Report”
The following post comes to us from Michael W. Peregrine, Partner at McDermott Will & Emery LLP.
Outside counsel’s report to the General Motors Board of Directors on the ignition switch controversy offers important governance lessons on the potential frailties …
A Difficult Conversation: Corporate Directors on Race and Gender
The following post comes to us from Lissa L. Broome, Wells Fargo Professor of Banking Law and Director of the Center for Banking and Finance at the University of North Carolina School of Law, John M. Conley, William Rand Kenan …
The Social Reform of Banking: Innovating for Sustainable Financial Services
The following post comes to us from John M. Conley, William Rand Kenan Jr. Professor of Law at the University of North Carolina School of Law, and Cynthia A. Williams, Osler Chair in Business Law at Osgoode Hall Law School, …
The Need for Greater Discourse in Corporate Law
The following post comes to us from Michael R. Siebecker, Professor of Law at the University of Denver Sturm College of Law. It is based on his recent paper, Bridging Troubled Waters: Linking Corporate Efficiency and Political Legitimacy Through a …
Kirkland & Ellis discusses Shareholder “Books and Records” Demands after the Wal-Mart Decision
A recent Delaware Supreme Court decision highlights the growing risks to companies of extensive statutory “books and records” demands that recently have become a favorite in the toolkit of plaintiffs’ lawyers and even activist shareholders conducting what are often speculative …
Implications of Recent Court of Chancery Decisions on MLP Related Party Transactions
Introduction
In two recent decisions written by Vice Chancellor Travis Laster, the Delaware Court of Chancery provided helpful judicial guidance on the application of the covenant of good faith in the context of related party transactions involving master limited partnerships …