Sky Blog
With over $186 billion in average daily trading volume, the To-Be-Announced (“TBA”) market serves as a significant funding and hedging vehicle for consumer mortgage origination. Although a large portion of the TBA market is comprised of highly liquid agency MBS, …
The Supreme Court recently concluded that the ERISA fiduciaries of an employee stock ownership plan (an “ESOP”) are not entitled to a presumption that they acted prudently in connection with the ESOP’s investment in employer stock.[1] While the …
From 2004 through 2010, the number of appraisal petitions filed in Delaware rose and fell roughly in parallel with the overall level of merger activity, with appraisal rights being asserted in about 5% of the transactions for which they were …
On June 10, 2014, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditing standard, as well as amendments to its existing auditing standards, designed “to strengthen auditor performance requirements in three critical areas that historically have represented increased …
The following remarks were delivered by Commissioner Kara M. Stein of the U.S. Securities and Exchange Commission before the Peterson Institute for International Economics on June 12, 2014. A copy of the speech is also available here.
Thank you, …
The following post comes to us from Henry T. C. Hu, Professor at the University of Texas School of Law. It is based on his recent paper, “Disclosure Universes and Modes of Information: Banks, Innovation, and Divergent Regulatory Quests,” which …
The following post comes to us from Claudia H. Allen, Partner and Co-Chair of the Corporate Governance Practice at Katten Muchin Rosenman LLP. It is based on her recent paper entitled “Bylaws Mandating Arbitration of Stockholder Disputes?,” which is forthcoming …
The following post comes to us from Michael W. Peregrine, Partner at McDermott Will & Emery, Andrew C. Liazos, head of McDermott’s executive compensation practice, and Timothy J. Cotter, Managing Director at Sullivan, Cotter, and Associates, Inc.
Governing boards should …
Within weeks of the Delaware Supreme Court’s ATP Tour, Inc. v. Deutscher Tennis Bund decision[1] upholding the facial validity of a bylaw provision adopted by a non-stock corporation shifting attorneys’ fees and expenses to unsuccessful plaintiffs in intra-corporate litigation, the …
The following post comes to us from Miriam H. Baer, Associate Professor at Brooklyn Law School. It is based on her recent paper entitled “Confronting the Two Faces of Corporate Fraud,” which is forthcoming in the Florida Law Review and …
The following post comes to us from Michael D. Guttentag, Professor of Law at Loyola Law School in Los Angeles. It is based on his recent paper, “A New Light on Public Company Spending Disclosure,” which is forthcoming in The …
The following post comes to us from Renee M. Jones, Professor at Boston College Law School. It is based on her recent paper entitled “Unfit for Duty: The Officer and Director Bar as a Remedy for Fraud,” which is forthcoming …
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet …
The following post comes to us from Dana Remus, Associate Professor of Law at the University of North Carolina School of Law, and Adam S. Zimmerman, Associate Professor of Law at Loyola Law School in Los Angeles. It is based …
The following post comes to us from James F. Reda, Managing Director, Kimberly A. Glass, Principal, and David M. Schmidt, Senior Consultant, all in the HR & Compensation Consulting Practice at Arthur J. Gallagher & Co. It is based on …
The need for risk and compliance officers is skyrocketing as lenders and financial market participants remain under strict scrutiny in the wake of the 2008 financial crisis. J. P. Morgan Chase & Co. recently announced plans to add 13,000 officers …
Two recent developments have changed the playing field of corporate governance: (1) the Delaware Chancery Court’s ruling this month on the use of a two-tier poison pill in the Sotheby’s case (and Sotheby’s quick and conciliatory settlement two days later, …
A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013 (Del. May 8, 2014) (“Op.”), the Court …
The best part of a Delaware Chancery Court opinion is the first 30 or so pages. In most important cases, the opinion typically starts by telling a story – a detailed account of the people who figure in the dispute, …
The following post comes to us from Wendy Gerwick Couture, Associate Professor at the University of Idaho College of Law. It is based on her recent paper entitled “Materiality and a Theory of Legal Circularity,” which is forthcoming in the …