Columbia Law School
Sky Blog
Annual Securities Regulation Conference this Friday
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International Developments
Intra-Corporate Dispute Arbitration in the UK, US, and China
Intra-corporate dispute (ICD) arbitration may cover a wide range of disputes between shareholders, between shareholders and the company, and between shareholders and third parties such as the company directors. ICD arbitration has been practiced in the US for many years …
What Drives Corporate Inversions?
A corporate inversion involves the relocation of a corporation’s legal domicile to a lower-tax nation (host country) while retaining its material operations in its higher-tax country of origin (home country). Corporations have been engaging in inversions for over three decades. …
Multinational Enterprises and the Reach of U.S. Courts
Global business puts pressure on geographically limited courts. U.S. courts, for instance, can reach only defendants with contacts with the forum territory, usually the specific U.S. state in which the court is located. But litigation may be brought against part …
The Bug at Volkswagen
Corporate governance scholarship has long considered the problems that arise in public companies with dispersed ownership. But the automaker Volkswagen does not suffer from a dispersed ownership structure. In fact, it has several strong and highly active owners. The Porsche …
Doing it the Australian Way, ‘Twin Peaks’ and the Pitfalls in Between
The ‘Twin Peaks’ method of financial system regulation is widely regarded as the leading model for the regulation of a country’s financial system. Australia was the first to adopt the model in 1997, has been using it the longest, …
Notice of Opportunity: Have You Ever Thought of Entering Academia?
Columbia Law School is looking for an Editor-at-Large to oversee and administer the Columbia Law School Blue Sky Blog. The Blog, now completing its third year, has grown rapidly and become one of the most read sources of current information …
Bond Market Investor Herding: Evidence From the European Financial Crisis
Herd behavior is a widely used notion met in different contexts and disciplines, from neurology and zoology to sociology, psychology, economics and finance. In economics and finance the term herd behavior usually suggests the process where agents tend to imitate …
Cost-Benefit Analysis and the Conflict Minerals Rule
In § 1502 of Dodd-Frank, Congress instructed the SEC to draft rules requiring public companies to disclose their use of “conflict minerals” originating in and around the Democratic Republic of the Congo (DRC). Coined the Conflict Minerals Rule, the statute …
How IOSCO Can Capitalize on the Success of its MMoU as it Strives to Achieve Global Convergence of Securities Regulations
A core focus of the activities of the International Organization of Securities Commissions (IOSCO) is to develop and work towards implementing consistent standards of securities regulation throughout the world. Another of its important goals is to enhance the enforcement capabilities …
Offloading the Burden of Being Public: An Analysis of Multiple Voting Share Structures
Many large firms – Google, Alibaba and Fitbit to name a few — have multiple voting share structures (MVS) in which the firm issues two or more classes of shares, one to the public and the other to insiders (typically …
Skadden explains CFIUS’s Annual Report to Congress Highlights Decrease in Investigations, Need for Transparency
The Committee on Foreign Investment in the United States (CFIUS) is an interagency organization charged with identifying potential national security risks posed by foreign acquisitions of U.S. businesses and mitigating those risks as necessary. If CFIUS determines that the national …
The Dodd-Frank Trade Mandate: Evidence Following its Implementation
In the aftermath of the financial crisis of 2008-09 there was a widespread perception that the opacity of derivatives exposures held by major financial institutions contributed to the build-up of systemic risk. As a result, the G-20 leaders convened in …
Davis Polk discusses Down-Round Financings of Private Companies: Considerations for Outstanding Equity Compensation Awards
The recent market turmoil has forced VC firms and other private company investors to examine closely the real possibility of seeking financing at a lower valuation – what is often referred to as a “down round.” More recently, the New …
Re-Examining the Business Judgment Rule from a Comparative Perspective: Is it Really in the Shareholders’ Interest?
One of the most remarkable features of US corporate law–at least, from the perspective of a foreign scholar–is the power given to the board of directors. Under current US corporate law (especially, in Delaware), the authority of the board of …
PwC discusses Year-Ahead US Roadmap for Derivatives Regulation
It has been three years since the first wave of registrants applied to be swap dealers (SDs) with the Commodity Futures Trading Commission (CFTC). Since then, SDs have focused on modifying their operations and building compliance programs that accommodate the …
Skadden provides SEC Rulemaking Update: A Year of Changes, With More to Come
Last year, the Securities and Exchange Commission (SEC) made major progress in completing its rulemaking mandates under the Jumpstart Our Business Startups Act (JOBS Act) and the Dodd-Frank Act. Additionally, Congress enacted the Fixing America’s Surface Transportation Act (FAST Act), …
Regulatory Reform and Financial Development: Lessons from 19th Century Europe
A perennial concern of policy makers around the world is the construction of a framework of financial regulation that is effective, efficient, and—most importantly—conducive to the emergence of deep and liquid financial market. While the channels through which financial development …
Dual-Listed Company Structures: Effect on Liability and Indemnity Contracts
In 2003 Carnival merged with Princess Cruises to form the largest cruise ship company in the world, now known as Carnival Corp. & PLC. Prior to the merger, Carnival was listed on the New York Stock Exchange and Princess was …
Thomson Reuters Survey Finds New Structures, but no Decline in Inversions
The pending mergers of Johnson Controls, Inc. with Tyco International plc and Pfizer Inc. with Allergan plc means the value of inversions in the pipeline ($185B) has nearly reached the total value of all inversions completed between January 1, 2010 …