Sky Blog
On May 19, 2026, the Securities and Exchange Commission (“SEC”) released proposed amendments (Release No. 33‑11419) that it has described as the most significant overhaul of public company reporting in two decades. While the proposal is broad—touching filer …
As the U.S. Senate continues to debate the future of stablecoin regulation, much of the discussion has focused on how to bring privately issued digital dollars within a federal regulatory framework. Yet an important question has received comparatively little attention: …
In a new paper, I offer three interpretations of stakeholder theory—one economic, one philosophical, and one political.
Traditional principles of corporate law require directors to manage the corporation for the benefit of its shareholders. Stakeholder …
On June 2, 2026, President Donald Trump issued an executive order (EO), “Promoting Advanced Artificial Intelligence Innovation and Security.” The EO directs U.S. government departments and agencies to accelerate AI-enabled cybersecurity initiatives to:
This Sunday, June 14 (“Flag Day,” if you can remember that holiday), the White House will host on its South Lawn the “UFC Freedom 250” mixed martial arts festival, which will show the subtlety and sophistication of Donald Trump’s taste …
On May 19, 2026, the SEC proposed amendments in a “Registered Offering Reform” package that would make it significantly easier for public companies to raise capital through registered offerings of securities. The proposed rules would broaden Form S‑3 shelf eligibility …
The rapidly changing business environment and evolving best practices for corporate governance are reshaping the agenda of the board committee responsible for companies’ people – or “human capital.” The human capital committee (or similarly named body) is typically charged with …
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 …