Sky Blog
Over the past few decades, corporate law scholarship has largely relied on insights from the nexus-of-contracts theory of the firm, agency-theoretic reasoning in corporate finance, and the economic analysis of law more generally. These insights have led to substantial theoretical …
On January 8, 2025, the Department of Justice (“DOJ”) published its Final Rule to implement President Biden’s Executive Order 14117, “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” (the “Final Rule”). …
The District Court for the Northern District of Texas recently ruled that a company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) for permitting BlackRock’s inclusion as an investment manager of its employees’ retirement …
While it is widely recognized that companies regularly lobby Congress, we show that most large public companies also lobby executive agencies. Given that executive agencies are not beholden to companies for campaign contributions, it is not clear whether agencies would …
Equity has become a dominant component of CEO compensation in the past three decades due to its ability to align the interests of managers and shareholders. Each year, a firm can award its CEO either a certain number (share-based) or …
In a recent paper, I explore hidden fallacies in one of the most resilient and enduring of modern corporate law paradigms, namely agency theory (aka the “contractual” or “nexus of contracts” model).
My paper contends that the classical agency theory …
One distinctive feature of the U.S. economy over recent decades has been the rise of the entrepreneur-dominated public company. This development has derived largely from the growth of private funding available through venture capital, so that initial public offerings have …
Institutional investors such as mutual funds, pension funds, and exchange traded funds (ETFs) play a prominent role in today’s economy. According to the CFA Institute, institutional investors now hold over $70 trillion in investable assets and thus wield immense influence …
Each year, a significant number of publicly listed companies in the U.S. face the departure of their CEOs. While these transitions are inevitable, they represent critical moments in a company’s lifecycle, often leading to long-lasting financial and strategic problems when …
On November 18, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule (the “Final Rule”) that amends the regulations administered and enforced by the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”).[1]…
The Commodity Futures Trading Commission today announced record monetary relief of over $17.1 billion for fiscal year 2024. With the resolution of digital asset cases that resulted in the agency’s largest recovery ever, this record amount included $2.6 billion in …
The proposed Department of Government Efficiency (“DOGE”) in incoming President Donald J. Trump’s administration promises an ambitious agenda of “regulatory rescission, administrative reductions and cost savings” with the goal of “mass head-count reductions across the federal bureaucracy” by July 4, …
Judge Medinilla’s recent opinion in Cytotheryx, Inc. v. Castle Creek Biosciences, Inc. is a reminder for practitioners to carefully consider whether an integration clause in a purchase agreement will be sufficient to bar extra-contractual misrepresentation claims. And although fraud claims …
The corporate purpose debate pits shareholder profit maximization (SPM) against stakeholderism: Corporations should only serve the financial interests of their shareholders versus corporations should also serve the interests of other stakeholders. Other stakeholder interests prominently include environmental, social, and governance …
Bank stocks surged the day after Donald J. Trump won election to a second presidential term, recording double-digit gains on a widespread view that financial regulation under the new administration will be more industry friendly than in the current one. …
On October 21, 2024, the US Securities and Exchange Commission (“SEC”) Division of Examinations (“Examination Division”) announced its 2025 Examination Priorities (“Report”). Investment advisers and broker-dealers should ensure that policies, procedures and surveillance efforts related to these priorities address concerns …
I’d like to take the opportunity today to reflect on some of the goals and intentions that then-Director Gurbir Grewal and I, as his deputy, discussed when we assumed leadership of this remarkable Division three-plus years ago, and what I …
With the change of administrations in January 2025, antitrust enforcement priorities are likely to shift next year. We expect the Antitrust Division of the Department of Justice (DOJ) and Federal Trade Commission (FTC) in the Trump Administration to continue to …
In May 2023, the SEC adopted new disclosure rules on company stock buybacks (“New Disclosures”) to help investors better evaluate whether the buybacks serve management’s personal interest at the expense of the company and its shareholders. The New Disclosures would …
For the first time, the U.S. Commodity Futures Trading Commission (the “CFTC”) initiated enforcement actions against a carbon credit project developer and two of its executives for violating the antifraud provisions of the Commodity Exchange Act (the “CEA”) and CFTC …