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Are Secondhand Internal Whistleblowing Reports Credible?

By Stephen Stubben and Kyle T. Welch November 18, 2019 by renholding

The validity of whistleblower reports based on secondhand information has been called into question by President Trump:

A whistleblower with second hand information? Another Fake News Story! See what was said on the very nice, no pressure, call. Another Witch …

Revising Boilerplate in Private Equity and Public Company Contracts: Which Context is Stickier and Why?

By Stephen J. Choi, Robert E. Scott and G. Mitu Gulati November 11, 2019 by renholding

Over the past half dozen years, the three of us have written a number of papers on sovereign bond contracts.  In the first set of papers, we documented the stickiness phenomenon (the reluctance of lawyers to modify standard contract language …

Gibson Dunn Discusses First FTC Case Against Tracking Apps

By Alexander H. Southwell, Matthew Benjamin and Praatika Prasad November 7, 2019 by renholding

On October 22, 2019, the Federal Trade Commission announced the first-of-its-kind enforcement action and settlement against the developer and marketer of three tracking applications, Retina-X Studios, LLC and James N. Johns, Jr.  In this unprecedented action, the FTC alleged that …

SEC Commissioner Lee on Shareholder Rights

By Allison Herren Lee November 6, 2019 by renholding

There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise of shareholder rights.

The proposed changes to our current proxy regime would make it more costly and more difficult

…

(When) Does Transparency Reduce Liquidity?

By Karthik Balakrishnan, Aytekin Ertan and Yun Lee October 30, 2019 by renholding

The catchphrase “too much information” can be applied in many circumstances, personal and social, but not, surely, in relation to financial markets.

It has long been held that greater transparency, thus more information, can only increase the volume of trading …

Introduction: Bill Allen As We Knew Him

By John C. Coffee, Jr. October 17, 2019 by renholding

The Blue Sky Blog has never before run eulogies, but Chancellor William Allen is a special case. Whether one evaluates him in terms of his historical significance, his unique craftsmanship as a judge, or his personal character and the courage …

The Best Corporate Law Judge of His Generation

By Ronald J. Gilson October 17, 2019 by renholding

Twenty some years before Bill Allen was appointed Chancellor of Delaware, Bayless Manning, a fine corporate law scholar, announced the death of corporate law “as a field of intellectual effort.”  Manning described its focus as “our great empty corporation statutes …

To Bill Allen: A Final Tribute

By Jack B. Jacobs October 17, 2019 by renholding

Last weekend the corporate legal community lost one of its finest: former Delaware Chancellor and Professor at New York University School of Law, William T. Allen. For 12 years Bill Allen and I served together as judicial colleagues on the …

A Judge With the Confidence to Go in New Directions

By Theodore N. Mirvis and Paul K. Rowe October 17, 2019 by renholding

Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already …

The Rise of Fiduciary Law as a Field of Study

By Evan J. Criddle, Paul B. Miller and Robert H. Sitkoff October 3, 2019 by renholding

In recent years, the study of fiduciary law has undergone a paradigm shift. Rather than treat fiduciary principles as subsidiary elements of various fields of law, such as trust law or corporate law, a burgeoning group of scholars has undertaken …

The Rise of the Mega-Law Firm: Some Reckless Reflections and Prickly Predictions

By John C. Coffee, Jr. September 17, 2019 by renholding

 

This post comes to us from John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and the Director of its Center on Corporate Governance. These slides accompanied a lunch address that he …

Did Public Firms’ Financial Reporting Affect U.S. Manufacturing?

By Stephen Glaeser and James D. Omartian September 10, 2019 by renholding

U.S. manufacturing employment fell by more than 40 percent over the last two decades, from 18 percent of the total U.S. workforce in 1997 to just 10 percent by 2018. Prior work identifies increased import competition from foreign competitors as …

A Short History of the Choice-of-Law Clause

By John F. Coyle September 9, 2019 by renholding

The choice-of-law clause is now omnipresent.  A recent study found that these clauses can be found in 75 percent of material agreements executed by large public companies in the United States.  The popularity of such clauses in contemporary practice raises …

Technology Firms and the Limits on Regulatory Arbitrage

By Elizabeth Pollman July 8, 2019 by renholding

Regulatory arbitrage refers to structuring activity to take advantage of gaps or differences in regulations or laws. Examples include everything from tax shelters and shadow banking to the cross-border mobility of corporations. Scholarly discussion of regulatory arbitrage has tended to …

Arnold & Porter Discusses Federal Reserve Developments on Confidential Supervisory Information

By Richard Alexander, Michael Mancusi, Brian McCormally, Charles Yi and Kevin Toomey June 27, 2019 by renholding

The Board of Governors of the Federal Reserve System (FRB) issued two notable documents over the past two weeks involving confidential supervisory information (CSI):  a cease and desist order against a former bank employee for improper handling of CSI and …

Executive Compensation: Is It Corrupted?

By Martijn Cremers, Saura Masconale and Simone M. Sepe May 22, 2019 by renholding

There is a general view that executive compensation in corporate America is inefficient and corrupted. Discontent with executive pay is not a recent trend; rather, “scrutinizing, criticizing, and regulating high levels of executive pay has been an American pastime for …

How Can Humans Work With Artificial Intelligence?

By Andreas Fügener, Jörn Grahl, Alok Gupta and Wolfgang Ketter April 26, 2019 by renholding

How will artificial intelligence (AI) influence the workplace of the future and thereby the human working condition? The focus of this discussion has been on the rather tautological conclusion that many current jobs will eventually be performed by machines. In …

Protecting Against Protectionism in EU M&A

By Marco Claudio Corradi and Julian Nowag April 18, 2019 by renholding

In a recent paper, we explore EU law covering EU cross-border mergers. These are typically more difficult and costlier than purely national mergers. Additionally, political hurdles can exist. In a time of global political and institutional transformations away from …

Assessing Why Compliance Programs Fail

By Veronica Root Martinez March 26, 2019 by renholding

Compliance programs are ubiquitous and necessary in today’s institutions, yet these programs often fail to prevent misconduct. When investigating Michigan State University in the wake of the Larry Nassar scandal, for instance, the NCAA found no flaw with the university’s …

The Case Against Infinite Arbitration Clauses

By David Horton March 25, 2019 by renholding

For decades, the Supreme Court has expanded the Federal Arbitration Act (FAA), and companies have inserted arbitration clauses in hundreds of millions of consumer and employment contracts. But in an article forthcoming in the University of Pennsylvania Law Review, …