Sky Blog
On March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation A. In December 2013, the SEC had released …
In the Great Recession’s morality play, unscrupulous financiers on the inside of the mortgage industry exploited ordinary folk on the outside. Predatory lenders pushed unsuspecting homebuyers into teaser rate mortgages that seemed affordable but were in fact ticking time bombs. …
Earlier this week, the SEC filed an administrative action against Lynn Tilton and her Patriarch Partners funds. See In re Lynn Tilton et al. CNBC has reported that the SEC is “accusing Patriarch of hiding the poor performance of …
The question of corporate rights has garnered much attention in academic as well as lay circles since the Supreme Court’s decisions in Citizens United v. FEC and Burwell v. Hobby Lobby Stores, Inc.[1] Yet the status of incorporated …
It is an honor to speak at the Federal Reserve Bank of Atlanta’s 20th Financial Markets Conference, and I am grateful to President Lockhart and the organizers for inviting me to do so.[1] This evening I would like to …
Asymmetric information is an important characteristic of the securitization market, where products exhibit complex architecture and information about the underlying credit portfolio is highly opaque. In order to overcome these information asymmetries, issuers use rating agencies who act as agents …
On March 10, 2015, the Consumer Financial Protection Bureau (CFPB) released a much anticipated report regarding the use of pre-dispute arbitration clauses (sometimes referred to as “mandatory” arbitration clauses). The use of these clauses is fairly common in the consumer …
Regulating weather risk is an increasingly urgent social issue. There is little doubt that the frequency and magnitude of weather-related disasters are rising over time. Although the precise combination of causes may be debated—emissions of greenhouse gases? natural climatic cycles? …
By now, much of the dust has settled around the Supreme Court’s decision in Yates v. United States.[1] Yates was the odd case of a commercial fisherman convicted of violating 18 U.S.C. § 1519, the “anti-shredding” provision of …
The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion expressed. …
On February 11, 2015, the Securities and Exchange Commission issued a final rule (the “Final Rule”) and proposed amendments (the “Proposed Rule”) on the reporting and public dissemination of security-based swap (“SBS”) information, as mandated by the Dodd-Frank Wall Street …
With Chair Mary Jo White in her second year at the helm, the Securities and Exchange Commission showcased its efforts, improvements, and enforcement successes at this year’s SEC Speaks Conference. The Commission highlighted that it brought a record number of …
The Delaware Corporation Law Council—composed of members of the Delaware bar charged with proposing annual amendments to the Delaware General Corporation Law (DGCL)—has proposed several potentially significant amendments to the DGCL. Among other things, the amendments would seek to prohibit …
Courts and commenters regularly describe corporate charters and bylaws as “contracts” among shareholders. This necessarily raises the question whether the Federal Arbitration Act (FAA)[1] – which requires that arbitration clauses in “contracts” be enforced according to their terms – …
Since the Corporation Law Council of the Delaware State Bar Association announced earlier this month that it was recommending statutory amendments to prohibit “loser pays” fee shifting bylaws and charter provisions (and thus overrule the Delaware Supreme Court’s 2014 decision …
On February 10, 2015, the Securities and Exchange Commission (“SEC”) filed settled administrative cease-and-desist proceedings against two former chief financial officers (“CFOs”) of Saba Software, Inc. for their failure to reimburse the company for the stock-sale profits and bonuses they …
The Council of the EU has reached political agreement on the EU Benchmark Regulation (the Regulation). The legislation will impose controls on a range of financial market activity that uses interest rate, currency, commodity and other indices to set prices …
With less than six months to conform to the Volcker Rule’s proprietary trading restrictions, large banks are working quickly to build out their compliance programs. Last summer, they scrambled to build systems to report monthly seven metrics by September 2, …
Last year’s best-seller by Michael Lewis, Flash Boys,[1] ignited a firestorm of debate on the subject of high-frequency trading, or HFT. Lewis’s central claim is that the stock markets are “rigged,” with HFT shops skimming sizable amounts off of …
Delaware corporations and their advisers have been eagerly awaiting the response of the Delaware legislature to the recent surge in appraisal arbitrage and judicial pronouncements allowing this activity and suggesting that lawmakers should step in if they perceive a problem. …