Sky Blog
Active Shareholders are the New Normal, Placing a Premium on Management Preparedness, Board Awareness and Ongoing Shareholder Engagement for Public Companies
SUMMARY
The results of the 2013 proxy season and other recent corporate governance developments have demonstrated that boards and
The following comes to us from Public Affairs at Columbia Law School:
John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, has been asked by Vuk Jeremić, president of the 67th Session …
In my forthcoming article, The Glass Boardroom: The SEC’s Role in Cracking the Door Open so Women May Enter, I expose the lack of compliance among Fortune 50 companies in adhering to the SEC’s main rule relating to diversity …
The following post comes to us from Brent J. Horton, assistant professor at Fordham University Gabelli School of Business.
In my recent article, The Going-Private Freeze-Out: A Unique Danger for Investors in Delaware Non-Corporate Business Associations,[1] I examine …
On July 30, the Securities and Exchange Commission (the “SEC”) adopted new rules with respect to broker-dealer financial responsibility and custody. The rules came in two separate rulemakings. The first concerns amendments to SEC Rules 15c3-1 and 15c3-3 (and related
In August of 2013, the global markets experienced the perils of an ongoing sea change in finance: Goldman Sachs encountered a serious options trading malfunction due to a programming error; Everbright Securities, a leading Chinese securities broker, suffered a nearly …
Our outline discussing the liability provisions of the federal securities laws – Sections 11, 12, 15 and 17 of the Securities Act of 1933, and Sections 10, 18 and 20 of the Securities Exchange Act of 1934 – has been …
The following comes to us from special counsel Assia Damianova and partner Nick Shiren of Cadwalader, Wickersham & Taft LLP in London.
On 17 July 2013, the European Securities and Markets Authority (“ESMA”) published a consultation paper (the “Consultation Paper”)1 …
The following is a joint press release from six federal agencies on the revised credit risk retention rule, available here.
Six federal agencies on Wednesday issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain …
The SEC’s non-GAAP rules are set forth in Regulation G and in Item 10 of Regulation S-K, with the form of the disclosure driving which provision applies. Regulation G, the less restrictive of the two provisions, applies to all public …
The facts surrounding Bernie Madoff’s unprecedented fraud are well-known. Through a Ponzi scheme, he stole untold billions over decades.[2] What is not as well-appreciated is that during the vast majority of this time, he operated solely as a registered …
The SEC’s Division of Corporation Finance posted an updated Financial Reporting Manual on the SEC’s website on July 16. The Manual contains a number of substantive updates to the Staff’s guidance on real estate acquisitions, including regarding the application of …
On July 10, 2013, the Securities and Exchange Commission took action on three proposals relating to private offerings:
Federal District Court Expresses Skepticism That Dodd-Frank Extraterritorial
Jurisdiction Provision Overturns Morrison in Government Enforcement Actions
In a memo we wrote on the day the Dodd-Frank Act was signed into law, we discussed a provision in that law seemingly intended …
On July 22, 2013, the Alternative Investment Fund Managers Directive (“AIFMD”) is due to be implemented in every member state in the European Union. One of the most immediate areas where the AIFMD will have an impact on the activities …
The SEC’s new whistleblower bounty program promises financial rewards to eligible individuals who voluntarily provide the agency with original information about securities law violations, if that information leads to an enforcement action resulting in $1 million or more in sanctions. …
I am happy to announce that the Millstein Center for Global Markets and Corporate Ownership (“Millstein Center”) and the Investor Responsibility Research Center Institute (“IRRCI”) have initiated a joint effort to better understand the purpose, use and potential misuse of …
On July 12, 2013, the CFTC adopted long-anticipated final cross-border guidance (the “Final Guidance”) that provides guidelines for the application of the CFTC’s swap regulatory regime to cross-border swap activities. At the same time, the CFTC adopted a phase-in compliance
The current proposals to accelerate the timing of beneficial ownership disclosure under Section 13(d) of the 1934 Securities Exchange Act and to broaden the definition of beneficial ownership to include derivative positions that provide economic exposure to stock price movement …