Columbia Law School
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The value of U.S. shareholder class action settlements in the first half of 2022 totaled $2.32 billion, the exact amount as the same period in 2021. However, the quantity of settlements in the first six months of the year increased
International Developments
ISS Discusses Five Non-U.S. Class Actions Investors Should Pay Attention To
As institutional investors know, a vast majority of shareholder related class actions take place in the United States. This is accurate in terms of both newly filed cases and settlements.
However, non-North American shareholder litigation is significantly important to investors …
Corporate Governance and International Law
Why should corporate managers comply with international law? International agreements, customary international law, and non-binding recommendations are sources of norms that, if adopted, could address many of the harms that corporations create for society and the planet.
Corporations are increasingly …
Argentina’s Cliffhanger Negotiations on a New Loan Deal with the IMF
In late March, Argentina and the IMF agreed on a new arrangement that would enable Argentina to avoid falling into arrears on the IMF’s 2018 loan. However, the agreement was reached only after protracted and tortuous negotiations that dragged on …
Davis Polk Discusses Key Takeaways for Banks of Basel Climate Report
Here are the key takeaways from the Basel Committee’s final Principles for the Effective Management and Supervision of Climate-Related Financial Risks (the “Basel Principles”).
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The core elements of the Basel Principles align closely with proposed principles from the OCC and
Sullivan & Cromwell Discusses EU’s Corporate Sustainability Reporting Requirements
European Union leaders have reached a provisional political agreement on a revised Corporate Sustainability Reporting Directive (“CSRD”) that would introduce more detailed sustainability reporting requirements for all “large” EU companies and companies with securities (including low denomination debt …
Sovereign Debt Restructuring for Emerging Economies in Turbulent Times
In a new article, I discuss the impact of the currently turbulent global economic environment on the prospect for sovereign debt defaults and restructurings in emerging economies. I also review three types of emerging markets sovereigns that may be at …
ISS Discusses Securities Class-Action Settlements in First Half of 2022
What the Language of Shareholder Stewardship Can Teach Us
Stewardship has, along with sustainability, social equality, biodiversity, and climate risk management, emerged in recent years as a favorite buzzword in corporate governance and investment management circles. But the language used by investors to express stewardship objectives and practices varies …
Paul Hastings Discusses Japanese Poison Pills Without Shareholders’ Blessing
In many jurisdictions, poison pills are devised and implemented by the board of directors without shareholders being involved. Since the 2007 Supreme Court case[1] (in re Bulldog Sauce) in Japan, however, courts have largely relied on the …
ISS Discusses Global Crackdown on ESG Greenwashing
The meteoric global rise of ESG investing is increasingly being met with an equally ambitious regulatory disclosure regime, and, targeting greenwashing, policymakers are beginning to bare their teeth. In the latest salvo, on 25 May the US Securities and Exchange …
Does Mandatory Board Gender Balancing Reduce Firm Value?
As a social-policy instrument, forced board-gender balancing is in principle unrelated to firms’ economic performance. Nonetheless, imposing such a policy may have unintended consequences (positive or negative) for firm value, which is important for all of a firm’s constituencies – …
Debevoise Discusses European Parliament’s Response to EC’s Proposal to Review AIFMD
On May 16, 2022, the Committee on Economic and Monetary Affairs (ECON) of the European Parliament published a draft report on the European Commission’s proposal for review of AIFMD. We previously reported on the Commission’s proposal at the end of …
Sullivan & Cromwell Discusses Changes to UK Takeover Code
On May 5, 2022, the U.K.’s Panel on Takeovers and Mergers (the “Panel”) published the results of a consultation that started in December 2021 to review the City Code on Takeovers and Mergers (the “Code”), together …
Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China
Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and …
ISS Discusses Japanese Board Independence and Diversity
A recent ISS analysis of Japanese board composition finds a marked uptick in board independence and female board representation. At the close of Japan’s March 2022 “mini-season”, ISS found a 13percentage point jump in companies with at least a one-third
Why Corporate America Should Pay Attention to the Proposed EU Directive on Corporate Sustainability Due Diligence
On February 23, 2022, the European Commission issued its long-awaited proposal for a Directive on Corporate Sustainability Due Diligence (the Proposed Directive). Under the Proposed Directive, large companies operating in the EU market must identify, prevent, and mitigate any actual …
Cleary Gottlieb Discusses the LIBOR Act, State Law, and Litigation Risks
On March 15, 2022, President Biden signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Law”).[1] The objectives of the legislation are to facilitate the transition of legacy LIBOR contracts that either (a) lack LIBOR …
Why Delaware and England Win the Global Corporate Law Race
What makes the corporate laws of some jurisdictions more attractive for entrepreneurs and investors than others in the global arena? Within the United States, the competition among state laws is a popular explanation for Delaware’s corporate law prominence. However, interjurisdictional …
Sullivan & Cromwell Discusses Federal LIBOR Transition Legislation
On March 15, 2022, President Biden signed into law the “Consolidated Appropriations Act, 2022,” which enjoyed significant bipartisan support and contains, as Division U, the “Adjustable Interest Rate (LIBOR) Act” (the “LIBOR Act”).[1] The LIBOR Act provides a uniform …