Sky Blog
How much should someone pay to use another person’s property without permission? The question sounds like a law school hypothetical (ok, it already is one), but it is anything but hypothetical in several real-world licensing markets. Music streaming, natural gas …
When a corporation cancels your shares in a cash-out merger you did not support, it is exercising a form of governmental power. Your personal property is taken without your consent through a legislative act, and you are handed a check …
On October 7, 2026, the U.S. Department of the Treasury (“Treasury”) announced its first civil penalty under the Outbound Investment Security Program (the “OISP”). Treasury fined Amidi, LLC (“Amidi”) $200,000 for failing to notify Treasury of an investment that Amidi’s …
This week, professional sports crossed a threshold it had never crossed before. CME Group, the world’s largest derivatives exchange, began listing futures contracts on all 32 National Hockey League (NHL) teams.[1] These are not bets on who wins a …
In the fourth quarter of 2025, Novo Nordisk A/S (“Novo”) intervened as an interloper in the acquisition of Metsera, Inc. (“Metsera”), a clinical-stage developer of obesity and metabolic therapies that had entered into a merger agreement to be acquired by …
SPACs are public companies designed to die. Ordinary corporations, like Coca-Cola, enjoy perpetual existence under the law. Special-purpose acquisition companies, by contrast, are organized with a termination date from the outset—usually two years, and never more than three under stock …
On August 7, 2026, the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) released its Annual Report to Congress for calendar year 2025 (the “Report”).[1] In an accompanying press release, the U.S. Department of the …
Widely overlooked in the U.S. Supreme Court’s landmark campaign finance decision this term is a surprising and robust affirmation of disclosure for combating corruption. With this principle reinforced, we expect many states to strengthen and expand their campaign finance disclosure …
Joint ventures (JVs) have become the load-bearing walls of the industrial economy. In mining, over three-quarters of copper and nearly two-thirds of lithium production come from JVs[1]. In oil and gas, roughly half the output at majors like …
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 …