Columbia Law School
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The Dodd-Frank Act
Adjusting to Shareholder Activism
Active Shareholders are the New Normal, Placing a Premium on Management Preparedness, Board Awareness and Ongoing Shareholder Engagement for Public Companies
SUMMARY
The results of the 2013 proxy season and other recent corporate governance developments have demonstrated that boards and
Professor John C. Coffee, Jr. to Address U.N. General Assembly on the Role of Credit Rating Agencies at 4pm Today
The following comes to us from Public Affairs at Columbia Law School:
John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, has been asked by Vuk Jeremić, president of the 67th Session …
Credit Risk Retention: Agencies Propose Revised Rule
The following is a joint press release from six federal agencies on the revised credit risk retention rule, available here.
Six federal agencies on Wednesday issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain …
Sullivan & Cromwell discusses SEC Amendments to Private Offerings Rules
On July 10, 2013, the Securities and Exchange Commission took action on three proposals relating to private offerings:
- Adopted final amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to eliminate the prohibition on general
Swaps Pushout Rule: Federal Reserve Banks Revise Discount Window Documentation
Effective July 16, 2013, the Federal Reserve Banks’ Operating Circular No. 10 (“OC-10”) has been amended to include a new appendix entitledProhibition Against Federal Assistance to Any Swaps Entity (“Appendix 6”). Appendix 6 is intended …
Davis Polk on CFTC Finalization of Cross-Border Swaps Guidance and Establishment of Phase-in Compliance Schedule
On July 12, 2013, the CFTC adopted long-anticipated final cross-border guidance (the “Final Guidance”) that provides guidelines for the application of the CFTC’s swap regulatory regime to cross-border swap activities. At the same time, the CFTC adopted a phase-in compliance
The Marketplace of Ideas: Rethinking the Disclosure of Beneficial Ownership under Section 13(d)
Proposals to “Reform” the Section 13D Rules: Getting it Precisely Backwards
The current proposals to accelerate the timing of beneficial ownership disclosure under Section 13(d) of the 1934 Securities Exchange Act and to broaden the definition of beneficial ownership to include derivative positions that provide economic exposure to stock price movement …
Disclosure Is Still the Best Policeman!
In a delightful essay, Ron Gilson and Jeff Gordon remind us that the times have changed and the Williams Act belongs in their view to the era of the Beatles. (Personally, I have trouble believing that Sgt. Pepper was really …
Pepper Hamilton on Round Two of Shareholder Say-on-Pay Litigation
The third proxy season of the Dodd-Frank Act’s mandatory shareholder “say-on-pay” advisory votes is well underway, and “round two” of shareholder say-on-pay litigation is in full swing. Unlike the first round of say-on-pay lawsuits, which were based on negative advisory …
The Marketplace of Ideas: Concluding Remarks on the Legal Theory of Finance (LTF)
LTF – The Work Ahead
Discussing the Legal Theory of Finance (LTF) on the Marketplace of Ideas has been a great experience. I want to thank my colleague Kathryn Judge for coming up with the idea and for writing an inspiring blog post that raises …
Davis Polk discusses OCC’s Lending Limits Final Rule on Credit Exposure from Derivatives and Securities Financing Transaction
The OCC has issued a final rule specifying the methods for calculating credit exposure arising from derivatives and securities financing transactions for purposes of the federal lending limits that apply to national banks, federal and state branches and agencies of …
The Marketplace of Ideas: Bruno Salama, Osny da Silva Filho, and Richard Shamos on Pistor’s Legal Theory of Finance
Elasticity, Incompleteness, and Constitutive Rules
In A legal theory of finance, Katharina Pistor outlines a theory designed to deal with the law-finance paradox, that is, the observation that when “the full force of law is relaxed or suspended to take account of changes in …
Free Markets and the Legal Theory of Finance
Richard Shamos is an Associate in the Investment Management practice at Schulte Roth & Zabel LLP in New York.
The relationship between free markets and government is perhaps one of the most prominent economic issues of modern political economy. In …
The Marketplace of Ideas: Professor Anna Gelpern and James P. Sweeney Weigh in on Pistor’s Legal Theory of Finance
Rules, Institutions, and the Legal Theory of Finance
The International Monetary Fund (IMF) recently published its first major policy treatment of sovereign debt restructuring since 2003. It was prompted by the flawed restructuring in Greece, high profile litigation against Argentina, and recurring crises in smaller …
U.S. District Court Upholds the Conflict Minerals Rule, but Vacates the Resource Extraction Rule
The U.S. District Court for the District of Columbia has released two important rulings this month that speak to the SEC’s ability to promulgate rules. On July 23rd, the court upheld the SEC’s conflict minerals rule (see here) and …