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We Need to Stop Confusing Code for Law
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 …
Gibson Dunn Discusses CFIUS’ Known Investor Program
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…
Reassessing Weinberg Center Survey Claims About Shareholder Proposals
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 …
SEC Chair Testifies Before Senate Committee on Banking, Housing, and Urban Affairs
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
Why Even the Best Managers Are Slow to Report Bad News
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 …
Cleary Gottlieb Discusses the New SEC No-Action Letter Landscape
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 …
What Other Countries Can Learn from Italy’s New IPO Corporate Governance Regime
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 …
Skadden Discusses SEC Moves to Lighten Regulation and Encourage Capital Formation
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.
Expected Proposed
…SEC Investment Management Head Addresses Proxy Voting
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 …
Cleary Gottlieb Discusses New York Enactment of 2022 UCC Amendments for Digital Assets and Emerging Technologies
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 …
Circle, Coinbase, and the Prohibition on Interest Under the GENIUS Act
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 …
How America’s AI Action Plan Could Shape AI Arbitration
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 …
Latham & Watkins Discusses Fed Revisions to Its Supervisory Rating Framework
Key Points:
- Under the updated framework, banks can maintain a single “deficient-1” rating across the components of capital, liquidity, and governance and controls while still being considered “well managed.”
- Banks with a single “deficient-1” rating will no longer face activity
How the “Big Three” Help Cause IPO Underpricing
Over the last few decades, large asset managers have loomed over U.S. equity markets. Their prominence has fueled a lively debate about the effects of “asset manager capitalism” on a variety of issues, including corporate governance and stewardship, market competition, …
Kohn, Kohn & Colapinto Discusses IRS and False Claims Act Confidentiality-Protections for Whistleblowers
Confidentiality protections for whistleblowers can take many different forms. The confidentiality protections in Dodd-Frank-style programs are seen as the gold standard,[1] but these were far from the first. As described in this post, the IRS Whistleblower Program and the …
Sidley Discusses the UK’s First Copyright vs. AI Decision
The UK’s first “Copyright vs. AI” decision (Getty Images (US) Inc & ors vs. Stability AI Limited [2025] EWHC 2863 (Ch)) marks a clear win for the artificial intelligence industry. The English High Court raised the rhetorical question on the …
Davis Polk Discusses IPOs and Other Public Offerings During the Government Shutdown
Nearly a month into the government shutdown with no clear end in sight, many companies and underwriters are starting to ask the same question: Can we still go public? The short answer is Yes, under the right circumstances—and the …
Latham & Watkins Discusses California’s Role as Lead U.S. Regulator of AI
California enacts more than a dozen AI laws, including ones that impose new obligations on frontier developers in the name of greater transparency.
Key Points:
- Senate Bill 53 (SB 53), known as the Transparency in Frontier Artificial Intelligence Act, is
SEC Chair Speaks on Shareholder Proposals and Delaware and Texas Corporate Laws
Good evening, ladies and gentlemen. Thank you, Larry [Cunningham], for your generous introduction and your kind invitation for me to be here today. It is an honor and pleasure for me to participate in the Weinberg Center’s twenty-fifth anniversary. Larry, …
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