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Happy Holidays
The Blue Sky Blog will be quiet for the next week, but we will be back, better than ever, for the New Year. Happy Holidays.…
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Debevoise & Plimpton Explores the Outlook for Financial Reform Under Trump
Many expect Donald Trump’s inauguration as U.S. president and Republican majorities in both houses of the U.S. Congress will result in a revised financial regulatory framework. Preliminary indications from the Trump transition team have signaled substantial changes may be in …
Skadden Discusses Delaware Courts’ M&A Appraisal Valuation Methods
There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price minus synergies …
Arnold & Porter Discusses OCC Plan to Charter FinTech Firms as Special Purpose National Banks
On December 2, 2016, Comptroller of the Currency Thomas J. Curry announced formally that the Office of the Comptroller of the Currency (OCC) will move forward with chartering financial technology (FinTech) companies that offer bank products and services as special …
Davis Polk Cites Financial CHOICE Act as Potential Starting Point for Trump Reforms
President-Elect Trump’s transition website promises to “dismantle the Dodd-Frank Act and replace it with new policies to encourage economic growth and job creation.” For those who wonder what that might mean in more detail, we believe that Rep. Jeb Hensarling’s …
Debevoise & Plimpton Discusses The SEC’s Robare Decision
On November 7, 2016, the U.S. Securities and Exchange Commission (the “Commission”) overturned an Administrative Law Judge’s (the “ALJ”) initial decision[1] and issued an opinion In re The Robare Group, Ltd., Advisers Act Rel. No. 4566 (Nov. 7, …
The Legal Framework of Mobile Payments: Gaps, Ambiguities, and Overlap
In a September 22, 2016, post on this blog, available here, Professor Wulf Kaal asked in the title to his piece, “What Happens When Technology Is Faster Than the Law?” He noted that while “innovation driven by science and …
Do Battleground States Get a Break from Regulators?
The question of whether government regulation is, on aggregate, helpful or harmful has been widely studied in economics. However, an equally important question is whether or not regulation is selectively enforced, and this has received substantially less attention from academic …
White & Case Discusses the Rise of Regtech
Regulatory compliance is time consuming and expensive for both financial institutions and regulators—and the complexity and cost is increasing. According to Federal Financial Analytics, a policy analysis firm, the six largest U.S. banks spent $70.2 billion on compliance in 2013, …
American College of Governance Counsel Picks New Fellows
The American College of Governance Counsel, an organization of leading corporate governance lawyers from the U.S, and Canada, has elected its Second Class of 20 Fellows and one Honorary Fellow.
“The election of this group of distinguished lawyers from private …
The Ethics of Representing Founders
Lawyers for startups typically serve as counsel to the new organization, with all of the complications that accompany representing an entity. But consider those lawyers as they perform legal work for the enterprise before any organization exists. Who are their …
Cleary Gottlieb Discusses the High Bar to Post-Closing Damages in M&A Cases
As discussed in prior posts on the Cleary M&A and Corporate Governance Watch blog, recent applications of the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015) have emphasized the high bar …
Debevoise & Plimpton discusses New York’s Proposed Cyber Regulations
On September 13, 2016, the New York Department of Financial Services (“DFS” or the “Department”) issued proposed regulations (the “Proposed Regulations”) designed to guard against the onslaught of cyber-attacks faced by banks, insurance companies and other financial services providers.[1]…
What Drives Informed Trading Before Public Releases?
Security prices contain information. Private information is reflected in prices through trading. Public information is generally believed to be incorporated in prices before anyone can trade on it. In a recent study, we examine whether some traders are able …
Forum Selling and Domain-Name Disputes
The system for resolving domain-name disputes is unique in that it gives the complainant the unilateral ability to choose the arbitration provider. As a result, providers, whether motivated by profit or prestige, have incentives to favor the complainant, a trademark …
Prominent Investors Do Startups a Favor by Booting Their CEOs
The role that investors play in replacing chief executive officers of startup companies has been the subject of heated debate in the investing community, and it remains controversial whether investors in startups do better by replacing incumbent CEOs. Our recent …
How Conservative Accounting Helped Boost Investment during the Financial Crisis
A host of studies have examined the link between accounting and the 2007-2008 global financial crisis, most of them focusing on whether fair value accounting or accounting discretion at financial institutions helped skew valuations on bank balance sheets. In our …
The Perils, Protections and Proliferation of Pre-IPO Options: Expanding the 4(1½) Exception to Employee Options
Many would describe the era we are living in as a “startup bubble.” Not only has the number of startup companies increased dramatically, but many startups have also achieved record-breaking valuations. Alibaba, an e-commerce site, recently went public at a …
Fried Frank explains Chancery Court Decision Providing Guidance on Post-Closing Fraud by Buyer of Portfolio Company
In a recent decision relating to the sale of a portfolio company by one private equity firm to another—Prairie Capital v. Double E (Nov. 24, 2015)—the court provided important guidance with respect to a buyer’s ability to make post-closing …
Davis Polk explains DOJ Incorporation of Yates Memo’s Focus on Individual Prosecutions into U.S. Attorneys’ Manual
On November 16, 2015, Deputy Attorney General Sally Quillian Yates gave a speech[1] regarding the implementation of the Department of Justice’s recent policy initiatives to facilitate the prosecution of individuals in corporate cases outlined in the “Yates Memo,” issued …