Sky Blog
What should fiduciary duty require when new technology allows corporate directors to see risk more clearly? Though corporate law has long assumed that directors must make decisions under conditions of uncertainty, artificial intelligence and emerging quantum-computing tools may change what …
On March 31, 2026, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued a sanctions advisory providing guidance on sham transactions used to evade U.S. sanctions (the “Sanctions Advisory”).[1] The Sanctions Advisory identifies specific red …
For more than eight decades, Rule 14a-8 (the SEC’s shareholder proposal rule) has been both a solvent and an irritant in U.S. corporate governance. The rule sought to ease management’s hold on the agenda of the company-funded proxy process by …
In two forthcoming book chapters, I argue for maintaining conceptual clarity about the difference between people – that is, the natural kind of the human species – and persons created as artificial entities with rights (and often but not always …
The Office of the Comptroller of the Currency, the Federal Reserve Board, and the Federal Deposit Insurance Corporation (collectively, the federal banking agencies) issued new frequently asked questions on how tokenized securities are treated under the capital rules.1
On February 27, 2026, in a unanimous 37-page opinion, the Delaware Supreme Court upheld the constitutionality of significant changes to the Delaware General Corporation Law (DGCL) enacted in March 2025 via Senate Bill 21 (SB 21). This decision permits …
A fundamental misconception pervades American law’s engagement with blockchain technology. State legislatures, federal regulators, courts, and private market participants routinely treat the technical capabilities of blockchain systems as sources of legal rights and obligations, collapsing the distinction between what code …
On February 6, 2026, the Committee on Foreign Investment in the United States (CFIUS or the Committee) issued a request for information (RFI) concerning its implementation of the long-awaited Known Investor Program (KIP).
As discussed in our previous client alert…
The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …
Chairman Scott, Ranking Member Warren, and Members of the Committee: It is an honor to testify before you today. Thank you for this opportunity to discuss the work of the U.S. Securities and Exchange Commission.[1]
Nine months ago, I
Understanding top managers’ behavioral quirks is sometimes key to predicting their corporate policy choices. Often overlooked is the speed with which managers and their companies report good news versus bad news.[1] Which do they tend to report faster? The …
In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season. Since this …
In advanced economies, the regulation of corporate governance during initial public offerings (IPOs) is used increasingly as a capital markets policy instrument. As public listings declined, private-equity financing grew, and regulatory competition intensified, lawmakers reconsidered the role of mandatory …
Under the leadership of Chairman Paul Atkins with a Republican majority on the commission, the Securities and Exchange Commission (SEC) is expected to continue on its trajectory toward regulatory reform that marks a pivot from the prior administration.
Before I begin, I must – as always – inform you that my remarks today are provided in my official capacity as the Securities and Exchange Commission’s Director of the Division of Investment Management, but do not necessarily reflect the …
On December 5, 2025, New York Governor Kathy Hochul signed A.3307-A/S.1840-A—the New York Emerging Technologies Amendments to the New York Uniform Commercial Code—into law (the “UCC Amendments”)[1]. The UCC Amendments will become effective in New York on June …
The Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”) establishes the first comprehensive federal framework for “payment stablecoins” in the United States. The bill’s most discussed, and debated, provision is Section 4(a)(11), which provides:
No …
Artificial intelligence (AI) is no longer just assisting the legal profession but transforming it – including by shaping how disputes are resolved. In arbitration, algorithms are already used to select arbitrators, analyze documents, and draft procedural orders. The essential question …