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The Revolving Door between the PCAOB and Large Audit Firms
In a recent study, we examine the flow of workers between the Public Company Accounting Oversight Board (PCAOB) and large U.S. audit firms. The PCAOB, created by the Sarbanes-Oxley Act of 2002, oversees the audits of public companies by, among …
How Unionization Affects IPO Pricing
In 2000, Overnite Transportation Co. halted its IPO because of a highly disruptive 10-month strike by the Teamsters’ Union. Teamster officials said they had achieved some gains through the strike, noting that Overnite had increased its employees’ hourly wages by …
Sullivan & Cromwell Discusses California Consumer Privacy Act of 2018
On June 28, 2018, California enacted the California Consumer Privacy Act (the “CCPA” or the “Act”), which will take effect on January 1, 2020.[1] The Act applies to any organization that conducts business in California and satisfies one of …
Latham & Watkins Discusses New SEC Guidance on Cybersecurity
With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …
Sullivan & Cromwell Discusses Supreme Court Ruling on Class-Action Waivers
In the consolidated cases of Epic Systems Corp. v. Lewis, Ernst & Young LLP v. Morris, and National Labor Relations Board v. Murphy Oil USA, Inc.,[1] the U.S. Supreme Court held on May 21 that arbitration agreements in which …
Arnold & Porter Discusses Ninth Circuit Ruling on Section 14(e) of Exchange Act
On April 20, 2018, the Court of Appeals for the Ninth Circuit held in Varjabedian v. Emulex Corp. that a violation of Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e) (Exchange Act), which governs tender …
Bagman, Fixer, Lobbyist, and Lawyer: Can Michael Cohen Combine All These Roles?
Once a legal unknown, Michael Cohen made it last week to the front pages of both the New York Times and the Wall Street Journal. Charges swirl around him as the personal fixer for President Trump and the alleged …
Exploring the Utility of Closing Opinions
Closing opinions are letters that attorneys issue for the benefit of parties to a transaction. With these letters, attorneys attest on behalf of their clients to the enforceability and legal status of deals. These letters can reduce information asymmetries and …
Cahill Gordon Discusses Conflicting Rulings on Labor Department’s Fiduciary Rule
In a March 15, 2018 decision in Chamber of Commerce of the United States v. United States Department of Labor, the United States Court of Appeals for the Fifth Circuit vacated in its entirety the so-called “Fiduciary Rule” promulgated …
The Spillover Effects of Class Actions on Joint Venture Partners
Firms faced with a class action lawsuit experience reputational and financial penalties. [1] However, research has focused solely on the consequences for the defendant and, to our knowledge, no studies have examined whether the repercussions of alleged malfeasance range beyond …
VUCA and the Management of Legal Risk
VUCA is an acronym for volatility, uncertainty, complexity, and ambiguity – four dimensions of risk – and a tool that can used to better manage legal risk. Designed by the U.S. military and reinforced by business,[1] it describes an …
Cleary Discusses Simplification of 2018 Resolution Plans for Foreign Banks
On January 29, 2018, the Federal Reserve and the FDIC (the “Agencies”) released feedback letters to 19 foreign banking organizations (“FBOs”) that last filed plans by December 31, 2015 (the “FBO Feedback”).[1] The …
Video: Inside the NFL Concussion Case
Watch lawyers, scholars, and a federal judge discuss the thorny issues involved in settling the high-profile class action filed by former players against the pro football league. John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia …
Skadden Discusses Pros and Cons of “Home Country” Arbitration Clauses
Courts in many countries, including the U.S., generally enforce contracts with clauses specifying international arbitration as the preferred avenue for resolving disputes. Accordingly, when drafting such provisions, due consideration must be placed on ensuring that such clauses are drafted to …
Porn Star Might Talk Despite Confidentiality Agreement
When Michael Cohen, President Donald Trump’s personal lawyer, acknowledged paying $130,000 of his own money to Stephanie Clifford (aka Stormy Daniels), the porn star who once claimed to have had an affair with Trump, Clifford’s lawyer announced that Cohen had …
Cleary Discusses Cybersecurity and Data Privacy Developments: A Look Back on 2017 and Ahead to 2018
Over the last year, the existential risk posed by cyberattacks and data security vulnerabilities has become one of the top concerns for boards of directors, management, government agencies, and the public. 2017 was punctuated by a series of headline-grabbing breaches …
Blue Sky Banter: Judge Rakoff on Science and the Law
The U.S. district court judge in Manhattan speaks with Reynolds Holding about the surprising ways in which science intersects with the law. From forensic evidence in criminal cases to gambling addictions in financial fraud cases to global warming disputes in …
Smart Contracts and the Cost of Inflexibility
The blockchain revolution is upon us. In a seemingly endless wave of coverage focusing on everything from financial services to healthcare to supply chain management, commenters are predicting fundamental changes to technology and business models.
Smart contracts – electronic …
Happy Holidays
The Blue Sky Blog will be quiet for the next week but back, better than ever and with new features, for the New Year. Happy Holidays.…