Columbia Law School
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Securities Regulation
Davis Polk discusses Appellate Reversal of $1.3 Billion Penalty Against Countrywide, Based on Appellate Finding of Lack of Intent
On May 23, 2016, the United States Court of Appeals for the Second Circuit reversed a $1.3 billion civil penalty imposed against Countrywide Home Loans, Inc., Bank of America, N.A., and related defendants (collectively, “Countrywide”) under the Financial Institutions Reform, …
Uncertainty as Litigation Strategy
Why do sophisticated parties litigate under clouds of (easily resolvable) jurisdictional uncertainty?
In our recent essay available here, we argue that some sophisticated litigants do not raise obvious jurisdictional defects so that they can use jurisdictional uncertainty as a …
Bad Hustle
“And we played the Hustle music. There were, you know, printed materials passed out,” with dance steps so “ideally we could all perform the Hustle in precision,” recalled the former Countrywide first vice president. “There was a lot of excitement. …
Proskauer explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act
The U.S. Supreme Court ruled on May 16, 2016 that the provision of the Securities Exchange Act of 1934 granting federal district courts exclusive jurisdiction over suits brought to enforce the Exchange Act is subject to the same jurisdictional test …
Cleary Gottlieb explains SEC’s New Guidance on Non-GAAP Financial Measures
On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) released new and updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures (“NGFMs”). The release of the C&DIs follows …
Long Live the Editor
After the July 4th weekend, Reynolds Holding will be taking over as the fourth editor-at-large of the CLS Blue Sky Blog. It has been a remarkable year and a half, and I am confident our Blog will continue to grow …
Do Executives Behave Better When Dishonesty is More Salient?
In recent decades, it seems the only reason one flavor of corporate or financial misbehavior falls out of the public discourse is because a newer one has taken its place. Following the widespread corporate frauds of the 1990s, the unscrupulous …
Weak Governance by Informed Large Shareholders
Concerns about the governance of public corporations have taken center stage in recent years. Part of the debate on how to improve corporate governance has focused on policies that will give large shareholders (typically institutional investors) greater influence over corporate …
PwC discusses Protecting Elderly Customers: CFPB and FINRA Step In
The Consumer Financial Protection Bureau (CFPB) released recommendations in March for how banks and credit unions can better protect elderly customers from financial exploitation. The CFPB issued its recommendations as the elderly population continues to rapidly grow, positioning banks and …
SEC Needs to Rewrite its 10b5-1 Safe Harbor Rules
While it is illegal for insiders to trade on material, non-public information, the SEC has created a safe harbor Rule 10b5-1 since October 2000, by allowing insiders to set up trading plans in advance of actual trading.[1] Since these …
Gibson Dunn discusses PCAOB Issuance of Another Proposal to Change Audit Report
The Public Company Accounting Oversight Board (“PCAOB”) recently re-proposed an audit standard to amend the form and content requirements for the independent auditor’s report on financial statements.[1] The new proposal retains the pass/fail model present in the existing audit …
Twenty Most Cited Corporate Law & Securities Regulation Faculty in the United States, 2010-2014 (inclusive)
| Rank | Name | School | Citations | Age in 2016 |
| 1 | John Coffee, Jr. | Columbia University | 1470 | 72 |
| 2 | Lucian Bebchuk | Harvard University | 1130 | 61 |
| 3 | Stephen Bainbridge | University of California, Los Angeles | 1010 | 58 |
| 4 | Reinier Kraakman | Harvard University | 820 | 67 |
| 5 |
Volkswagen and the Culture of Silence
Since the Volkswagen story first broke in September 2015, most observers have just scratched their heads and muttered to themselves in amazement: “What were they thinking? How could you place ‘defeat devices’ in 11 million cars worldwide and expect that …
A Pernicious Mass. Appeals Court Ruling: Redline Copy of Proposed Bylaw Changes Per Se Renders Misleading Proxy Challenge A Nullity
In Rule v. Massachusetts Mutual Life Insurance Company,[1] our client challenged MassMutual’s 2014 Proxy Statement seeking to change its company bylaws. The Proxy told the over 1 million policyholder-owners that the proposed bylaw changes were consistent with the …
Latham explains Proposed Rules on Dodd-Frank Incentive Compensation Requirements for Financial Institutions
On April 21, 2016, the National Credit Union Administration (the NCUA) issued a proposed rule regarding incentive-based compensation paid by certain financial institutions (the Proposed Rule) to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act …
Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed
Corporate information that moves stock-market prices has long sat at the center of modern securities regulation in the United States. The Great Depression-era securities laws at the foundation of the field require much mandatory disclosure of this type of information. …
CEO Pay, Performance, and Value Sharing
We recently published a paper on CEO compensation and value sharing between executives and shareholders. The paper is available here.
CEO compensation is a controversial subject that evokes considerable debate on whether public company CEOs are paid correctly relative …
Venturing Beyond the IPO: Venture Capitalists’ Investments in Newly Public Firms
A wide body of literature emphasizes that venture capitalists focus on young private companies, generally in high-tech industries. However, contrary to this notion, we find that 29% of the firms that were backed by VCs prior to the IPO received …
Is Cross-listing on U.S. Markets still Beneficial to Foreign Firms?
U.S. capital market has long been an attractive destination to foreign companies. Cross-listing by foreign firms on U.S. exchanges has been associated with major benefits such as increase in value, easier access to external finance, and lower cost of capital. …