Sky Blog
[On June 11th], the Internal Revenue Service promulgated regulations eliminating a structure that used a partnership to avoid corporate level tax on the disposition by a corporation of an appreciated asset, the so-called “May Company” structure. The structure had been …
The AIG decision (actually, Starr International Co. v. The United States[1]) has shocked many but for the wrong reason. Some commentators have focused on the ingratitude of Maurice Greenberg, AIG’s former CEO and the “architect” of its international …
Financial advisors often are selected by a board of directors (or committee thereof) to advise on a strategic review process because of their role as brokers in the market and their ability to generate transactional activity. Of course, that role …
Legions of people have learned valuable lessons from Warren Buffett about investing; his $375 billion Berkshire Hathaway last month celebrated its 50th anniversary under his leadership. But Buffett’s and Berkshire’s lessons about corporate administration have been ignored, although they …
On May 12 and June 11, 2015, the Delaware Senate and House of Representatives, respectively, passed a bill (the “Bill”)[1] that would amend Title 8 of the Delaware General Corporation Law (“DGCL”) to prohibit Delaware stock corporations from including …
On April 28, 2015, the Securities and Exchange Commission (“SEC”) announced that it awarded the maximum allowable award to a whistleblower under the Dodd-Frank whistleblower program in its first case involving alleged retaliation by an employer against an employee who …
The SEC’s Division of Enforcement has issued guidelines explaining the factors it will consider in determining whether to bring enforcement actions as administrative or judicial proceedings. The SEC recently has been criticized for its increased use of administrative proceedings to …
Entrepreneurship is widely viewed as socially beneficial because it lifts employment and grows the economy, among other reasons. Teenage entrepreneurship—that is, where teenagers organize and manage startup companies of their own—can be particularly valuable because teenagers have a special knack …
On May 12, 2015, the Consumer Financial Protection Bureau (the “CFPB”) filed proposed consent orders in federal courts that would settle allegations that two wireless carriers unfairly permitted their customers to be charged by establishing billing and processing systems that …
On May 4, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion providing a thoughtful analysis of when the creditors of an insolvent corporation have the right to bring derivative claims, such as those alleging …
On April 29, 2015, the SEC issued a proposing release regarding the so-called “pay versus performance” disclosure mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules would require certain companies registered under …
The US government took its strongest step yet in its oversight of other virtual currency [on May 5, 2015], fining prominent “Bitcoin alternative” company Ripple Labs Inc. $700,000 for what the government called a willful violation of the anti-money laundering …
Federal securities regulation is based on a non-paternalistic approach to the securities markets. The law utilizes disclosure to regulate securities transactions. So long as material information is disclosed, investors can make investment decisions in accordance with their own preferences. The …
The scholarly literature on institutional design focuses on how legal institutions, including administrative agencies, legislatures and courts, should be organized in order to produce the best legal outcomes. In a recent article, I consider how this literature might help …
We recently published a paper on lessons that for-profit and nonprofit directors can learn from one another about improving organizational governance. The full paper is available here.
For-profit and nonprofit organizations exist for different reasons: for-profits to generate a …
It has long been assumed that shareholders’ rights in the United States diminished considerably through the 20th century as a result of a competition among states to attract and retain corporations. More recently, various commentators have disputed the significance …
This year’s 63rd ABA Section of Antitrust Law Spring Meeting featured extensive remarks from antitrust regulators forewarning of more vigorous antitrust enforcement in 2015. The Proskauer antitrust team was on the ground and provides a report highlighting four key takeaways …
Among practitioners, it is a customary cliché to say that all proxy contests—just like all trials—are unique and idiosyncratic. There is some truth to that easy generalization, but it also misses the forest for the trees. Some obvious truths stand …
How does corporate law matter? My recent paper suggests that the main impact of corporate law is not in imposing sanctions, but rather in producing information. The process of litigation or regulatory investigations produces information on the behavior of defendant …