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Finance & Economics
Davis Polk discusses Appellate Reversal of $1.3 Billion Penalty Against Countrywide, Based on Appellate Finding of Lack of Intent
On May 23, 2016, the United States Court of Appeals for the Second Circuit reversed a $1.3 billion civil penalty imposed against Countrywide Home Loans, Inc., Bank of America, N.A., and related defendants (collectively, “Countrywide”) under the Financial Institutions Reform, …
Contemporary Legal Education and the Transformation of Private Legal Practice
There has been tension between the legal academy and the practising profession ever since law was first taught in university law schools in the 19th century. The sense of unease arose because of uncertainty as to whether the primary …
Uncertainty as Litigation Strategy
Why do sophisticated parties litigate under clouds of (easily resolvable) jurisdictional uncertainty?
In our recent essay available here, we argue that some sophisticated litigants do not raise obvious jurisdictional defects so that they can use jurisdictional uncertainty as a …
Bad Hustle
“And we played the Hustle music. There were, you know, printed materials passed out,” with dance steps so “ideally we could all perform the Hustle in precision,” recalled the former Countrywide first vice president. “There was a lot of excitement. …
Proskauer explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act
The U.S. Supreme Court ruled on May 16, 2016 that the provision of the Securities Exchange Act of 1934 granting federal district courts exclusive jurisdiction over suits brought to enforce the Exchange Act is subject to the same jurisdictional test …
Cleary Gottlieb explains SEC’s New Guidance on Non-GAAP Financial Measures
On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) released new and updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures (“NGFMs”). The release of the C&DIs follows …
Long Live the Editor
After the July 4th weekend, Reynolds Holding will be taking over as the fourth editor-at-large of the CLS Blue Sky Blog. It has been a remarkable year and a half, and I am confident our Blog will continue to grow …
Do Executives Behave Better When Dishonesty is More Salient?
In recent decades, it seems the only reason one flavor of corporate or financial misbehavior falls out of the public discourse is because a newer one has taken its place. Following the widespread corporate frauds of the 1990s, the unscrupulous …
Weak Governance by Informed Large Shareholders
Concerns about the governance of public corporations have taken center stage in recent years. Part of the debate on how to improve corporate governance has focused on policies that will give large shareholders (typically institutional investors) greater influence over corporate …
PwC discusses Protecting Elderly Customers: CFPB and FINRA Step In
The Consumer Financial Protection Bureau (CFPB) released recommendations in March for how banks and credit unions can better protect elderly customers from financial exploitation. The CFPB issued its recommendations as the elderly population continues to rapidly grow, positioning banks and …
Latham & Watkins discusses World-First Regulatory Sandbox Opening for Play in the UK
Innovative businesses in the financial services industry looking to test exciting new financial products and services able to apply to the UK’s regulatory sandbox.
The “regulatory sandbox” is the next step for the Financial Conduct Authority (FCA) as part of …
SEC Needs to Rewrite its 10b5-1 Safe Harbor Rules
While it is illegal for insiders to trade on material, non-public information, the SEC has created a safe harbor Rule 10b5-1 since October 2000, by allowing insiders to set up trading plans in advance of actual trading.[1] Since these …
How Europe Can Survive Without Introducing Sovereign Debt Limits
EU financial policymakers appear to be once more in a deadlock situation over proposals to limit the sovereign risk exposure of European banks. The strong exposure of some banks in the southern European periphery in their national sovereign’s debt was …
Akin Gump discusses Tackling a Panamanian Money Laundering Organization
On May 5, 2016, the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC) announced sanctions against 77 entities and individuals associated with the Waked Money Laundering Organization (“Waked MLO,” collectively, the “Waked Sanctions”). OFAC stated that the designation …
Are Corporate Inversions Good for Shareholders?
Unlike most other countries, the U.S. taxes corporations on earnings generated anywhere in the world. This means that U.S. corporations have a strong tax incentive to renounce their U.S. incorporation and redomicile in a foreign country. Enter the inversion, a …
Orrick explains Delaware Supreme Court Reaffirms KKR, But Sounds Cautionary Note to Gatekeepers
On May 6, 2016, the Delaware Supreme Court affirmed the Delaware Chancery Court’s ruling that Zale Corporation’s sale to Signet Jewelers withstood scrutiny under the business judgment rule because the transaction was approved by a fully-informed, uncoerced vote of the …
Twenty Most Cited Corporate Law & Securities Regulation Faculty in the United States, 2010-2014 (inclusive)
| Rank | Name | School | Citations | Age in 2016 |
| 1 | John Coffee, Jr. | Columbia University | 1470 | 72 |
| 2 | Lucian Bebchuk | Harvard University | 1130 | 61 |
| 3 | Stephen Bainbridge | University of California, Los Angeles | 1010 | 58 |
| 4 | Reinier Kraakman | Harvard University | 820 | 67 |
| 5 |
Volkswagen and the Culture of Silence
Since the Volkswagen story first broke in September 2015, most observers have just scratched their heads and muttered to themselves in amazement: “What were they thinking? How could you place ‘defeat devices’ in 11 million cars worldwide and expect that …
A Pernicious Mass. Appeals Court Ruling: Redline Copy of Proposed Bylaw Changes Per Se Renders Misleading Proxy Challenge A Nullity
In Rule v. Massachusetts Mutual Life Insurance Company,[1] our client challenged MassMutual’s 2014 Proxy Statement seeking to change its company bylaws. The Proxy told the over 1 million policyholder-owners that the proposed bylaw changes were consistent with the …