Columbia Law School
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CEOs and Presidents
The following post comes to us from Tom C.W. Lin, Associate Professor of Law at Temple University Beasley School of Law, and is based on his recent article entitled “CEOs and Presidents,” 47 UC Davis Law Review 1351 (2014). …
Corporate Governance
Wachtell Lipton discusses A New Takeover Threat: Symbiotic Activism
The Pershing Square-Valeant hostile bid for Allergan has captured the imagination. Other companies are wondering whether they too will wake up one morning to find a raider-activist tag-team wielding a stealth block of their stock. Serial acquirers are asking whether …
How to Save Bank Resolution in the European Banking Union
The Single Resolution Mechanism (SRM) just enacted by the European Parliament will fail in its essential mission of managing the failure of a systemically important bank in a way that overcomes the fatal link between sovereigns and their banks. The …
A Corporate Right to Privacy
The following post comes to us from Elizabeth Pollman, Associate Professor, Loyola Law School, Los Angeles, and is based on her forthcoming article in the Minnesota Law Review entitled “A Corporate Right to Privacy.” The full paper is available here…
Morrison & Foerster discusses FINRA Analysis of Broker-Dealers’ Failure to Adequately Supervise Alternative Investment Sales
In March 2014, the Financial Industry Regulatory Authority (FINRA) fined a broker-dealer $950,000 for supervisory deficiencies related to its failure to adequately supervise the sale of “alternative investments.” These investments include a laundry list of products that have been at …
The Marketplace of Ideas: Should the SEC change the rules on blockholder disclosure?
The Truth About Shareholder Activism
The following comes to us from Paul C. Hilal, a Partner at Pershing Square Capital Management, a New York City-based hedge fund founded in 2004.
Is shareholder activism good for the world?
A simple question, and yet it’s the subject …
Our Debate on the Williams Act and Shareholder Activism: Takeaways for the SEC
Our Blog’s most recent Marketplace for Ideas series has considered whether the SEC should tighten its rules under the Williams Act, which now require that investors must disclose purchases of a 5% or greater stake in public companies within ten …
Commissioner Gallagher discusses Federal Preemption of State Corporate Governance
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in New Orleans, Louisiana, at the 26th Annual Corporate Law Institute at Tulane University Law School on March 27, 2014. A copy of …
Cadwalader discusses Delaware Supreme Court Decision Upholding Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation , holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent …
Weil Gotshal discusses SEC Speaks 2014: Charting a New Course for Enforcement Efforts
This year’s “SEC Speaks” conference in Washington, D.C., was most notable for an obvious shift in the SEC’s enforcement priorities. Several significant issues and efforts that had been the subject of extensive discussion last year – including financial crisis and …
Relational Sanctions against Non-Profit Organizations: Why a Selfish Entrepreneur would Organize a Non-Profit Enterprise
The following post comes to us from Albert Choi, Professor of Law, University of Virginia School of Law, and is based on his recent paper, “Relational Sanctions against Non-Profit Organizations: Why a Selfish Entrepreneur would Organize a Non-Profit Enterprise.” The …
Killing Conscience: The Unintended Behavioral Consequences of ‘Pay For Performance’
The following post comes to us from Lynn A. Stout, Distinguished Professor of Corporate and Business Law, Clarke Business Law Institute, Cornell Law School and is based on her recent paper, “Killing Conscience: The Unintended Behavioral Consequences of ‘Pay For …
Wachtell responds to Bebchuk and Jackson’s Toward a Constitutional Review of the Poison Pill
In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about …
The Implications of Walden v. Fiore for Delaware’s Officer and Director Consent Statute
On February 25, the Supreme Court unanimously decided Walden v. Fiore, a case with significant implications for Delaware’s officer and director consent statute, § 3114. I recently argued that § 3114 is unconstitutional, especially in light of the Court’s …
Venture Capital and Preferred Stock
The following post comes to us from Charles Korsmo, Assistant Professor of Law, Case Western University School of Law and is based on his recent article, “Venture Capital and Preferred Stock,” 78 Brook. L. Rev. 1163 (2013). The full paper …
Davis Polk discusses SEC Approval of New FINRA Supervision Rules
The following post is based on a memo originally published by Davis Polk & Wardwell on January 8, 2014. The original publication is available here.
Financial Industry Regulatory Authority (“FINRA”) rules require broker-dealer members to establish and maintain a …
Why Prudential Regulation Will Fail to Prevent Financial Crises: A Legal Approach
The following post comes to us from Marcelo M. Prates, an Attorney at the Central Bank of Brazil. The full article, which is now published as the Central Bank of Brazil Working Paper no. 335 and has been recently noted …
Gibson Dunn discusses OCC Proposed Guidelines for Heightened Governance Standards for Large US Banks and Their Boards
The Office of the Comptroller of the Currency (OCC) has issued for public comment proposed guidelines (Guidelines) to establish minimum standards for risk management governance at large insured national banks, insured federal savings associations, and insured branches of non-U.S. banks
Regulating Bank Executive Pay—Addressing the Wrong Problem in the Wrong Way
The following post comes to us from Charles K. Whitehead, Professor of Law at Cornell Law School, and is based on his recent paper, “Paying for Risk: Bankers, Compensation, and Competition,” which is co-authored by Simone M. Sepe, Associate Professor …