Sky Blog
Two recent developments have changed the playing field of corporate governance: (1) the Delaware Chancery Court’s ruling this month on the use of a two-tier poison pill in the Sotheby’s case (and Sotheby’s quick and conciliatory settlement two days later, …
Cybersecurity has increasingly become a critical issue for all types of businesses, few more so than broker-dealers, investment advisers and others in the financial sector. The cyber threat is much broader than customer data privacy as addressed by the Securities …
On March 10, 2014, the Securities and Exchange Commission (“SEC”) announced that issuers and underwriters of municipal securities may voluntarily report materially inaccurate statements made in offering documents regarding prior continuing disclosure compliance through a program called the Municipalities Continuing …
In recent years, one clause of the ISDA Master Agreement has been the source of a great deal of consternation among derivatives lawyers: the condition precedent set forth in Section 2(a)(iii), which purports to suspend a party’s payment obligations in …
On April 8, 2014, the Securities and Exchange Commission (“SEC”) charged CVS Caremark Corp. (“CVS”) with violating the federal securities laws by failing to accurately disclose significant financial setbacks and overstating its financial performance through improper accounting.[1] CVS, which has …
The Pershing Square-Valeant hostile bid for Allergan has captured the imagination. Other companies are wondering whether they too will wake up one morning to find a raider-activist tag-team wielding a stealth block of their stock. Serial acquirers are asking whether …
The SEC staff has released new guidance regarding the use of social media such as Twitter in securities offerings, business combinations and proxy contests (as a senior SEC official telegraphed at the Tulane Corporate Law Institute conference). Until now, SEC …
On March 21, 2014, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the CFTC issued a no-action relief letter (the “2014 Letter”),1 to temporarily allow entities to deal in utility operations-related swaps, as defined in the 2014 …
On February 26, 2014, in Chadbourne & Parke LLP v. Troice et al.,1 the Supreme Court narrowed the definition of “in connection with” as that term is used in the Securities Litigation Uniform Standards Act of 1998 (SLUSA). …
In 2012, the Republicans learned an important lesson: neither the White House nor many Congressional Democrats would resist major deregulation of the federal securities laws if that deregulation was packaged as a “JOBS Act.” 2014 is also an election year, …
The following comes to us from Paul C. Hilal, a Partner at Pershing Square Capital Management, a New York City-based hedge fund founded in 2004.
Is shareholder activism good for the world?
A simple question, and yet it’s the subject …
Our Blog’s most recent Marketplace for Ideas series has considered whether the SEC should tighten its rules under the Williams Act, which now require that investors must disclose purchases of a 5% or greater stake in public companies within ten …
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in New Orleans, Louisiana, at the 26th Annual Corporate Law Institute at Tulane University Law School on March 27, 2014. A copy of …
This year’s “SEC Speaks” conference in Washington, D.C., was most notable for an obvious shift in the SEC’s enforcement priorities. Several significant issues and efforts that had been the subject of extensive discussion last year – including financial crisis and …
The following comes to us from Sean M. O’Connor, Professor of Law, University of Washington School of Law. This post is based on the forthcoming article of the same name in the Symposium issue of the George Mason Law Review …
You can’t make this stuff up. Reality is more bizarre than fiction. Good as “House of Cards” or “Game of Thrones” are, they cannot match the Herbalife battle for the sheer confrontation of economic power, the treachery among rivals, or …
The following post comes to us from Kevin S. Haeberle, Post-Doctoral Research Scholar, Program in the Law & Economics of Capital Markets, Columbia Law School & Columbia Business School.
It is well understood that society is better off when …
The following remarks were delivered by Commissioner Luis A. Aguilar of the U.S. Securities and Exchange Commission in Washington, D.C. at SEC Speaks on January 21, 2014. A copy of the speech is also available here.
Thank you for …
The following post is based on an article by Professor Steven Schwarcz of Duke Law School entitled Intrinsic Imbalance: The Impact of Income Disparity on Financial Regulation, which documents and examines the consequences of the extraordinary two-to-one income disparity …