Sky Blog
If you practice securities litigation, you know the drill: When a stock’s value drops significantly after disclosure of adverse information, calculating damages typically focuses on the price decline itself, adjusted for market movements. In a new paper, I suggest this …
Initial public offerings (IPOs) are one of the most important events in a firm’s lifecycle, often representing its first major interaction with public capital markets. To assess value, evaluate risks, and determine offering terms, investors, underwriters, auditors, and regulators all …
U.S. Supreme Court Justice Anthony Kennedy observed in the Citizens United decision that shareholders of publicly traded companies could employ the procedures of corporate democracy to ensure that shareholder value was not diverted to political causes and candidates that they …
As more corporate insiders are compensated with their firm’s stock, insider trading becomes more common. However, determining when insiders use private information to guide their trades remains a challenge. Regulators and market participants try to infer whether insiders “know something …
By Announcement today [November 17], the Division of Corporation Finance has apparently determined that, as a matter of “resource and timing considerations,” it will not respond to no-action requests for relief under Rule 14a-8. But, this Announcement is more of …
When I spoke recently about American leadership in the digital finance revolution, I described “Project Crypto” as our effort to match the energy of American innovators with a regulatory framework worthy of them. Today, I would like to outline the …
Between 2020 and the first half of 2024, corporations in a variety of industries adopted the language of social and environmental progress. They pledged to diversify their workforces, hired DEI professionals, denounced racial injustice, and announced plans to reduce greenhouse …
Corporate insiders’ opportunistic trading – particularly selling their firms’ stocks before bad news – erodes public trust, reduces market participation, and exacerbates the agency problem that occurs when the interests of insiders and the company conflict. Yet, regulators have been …
Democratic institutions depend on public confidence to function effectively. Citizens comply with tax laws when they trust the IRS, cooperate with police when they view law enforcement as legitimate, and engage constructively with regulators they perceive as fair and effective. …
In a significant move, the U.S. Securities and Exchange Commission issued a no-action letter advising that it will not recommend enforcement action in respect of Exxon Mobil Corporation’s proposed “Retail Voting Program.” Exxon’s novel Retail Voting Program would be offered …
Following discussions with Davis Polk and other leading capital markets law firms, the SEC posted updated guidance that provides a path forward for companies seeking to IPO during the shutdown. Because the SEC is currently shut down, it cannot declare …
Summary
In United States v. Chastain, No. 23-7038, 2025 WL 2165839 (2d Cir. July 31, 2025), the United States Court of Appeals for the Second Circuit vacated wire fraud and money laundering convictions in what the government described as its …
The federal government shutdown commenced at midnight on October 1, 2025, and proposals to reopen the government failed on October 3, extending the shutdown further into the fourth quarter.
On September 30, 2025, the SEC’s Division of Corporation Finance issued …
Going public represents a milestone in corporate evolution, opening doors to capital markets and enabling expansion. Yet what if this achievement comes with hidden costs for the people who work at these companies? Our recent analysis of millions of Glassdoor …
In an important development for the asset management industry, the Staff of the SEC’s Division of Investment Management issued a no-action letter to Simpson Thacher in response to our request for confirmation that state-chartered trust companies—which are among the most …
A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …
Guarantees of confidentiality and anonymity are important considerations for whistleblowers seeking to report information on violations to regulators and other public entities. These guarantees ensure the safety of whistleblowers when filing complaints, often against entities with substantial resources and some …
Disclosure requirements can serve legitimate public purposes, but a blanket mandate risks negative economic ramifications. In a new paper, I examine how excessive mandatory disclosure could backfire, what makes an appropriate rule, and the l challenges of evaluating policies on …