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Toward a “Tender Offer” Market for Labor Representation

By Aneil Kovvali and Jonathan R. Macey February 23, 2022 by renholding

For decades, corporate America has succeeded in delivering ever higher profits for shareholders by squeezing workers. Whether the basic driver is labor monopsony, or a lack of worker power to capture economic profits at corporations, or increasingly ruthless business and …

High-Yield Debt Covenants and Their Real Effects

By Falk Bräuning, Victoria Ivashina and Ali K. Ozdagli January 20, 2022 by renholding

The U.S. leveraged (high-yield) loan market has more than doubled since the Great Financial Crisis (GFC), with nearly $1.2 trillion in outstanding debt in 2019 (Leveraged Commentary and Analysis, LCD). The rise in high-yield corporate debt (bonds included) in the …

Essential Businesses and Shareholder Value

By Aneil Kovvali January 14, 2022 by renholding

The COVID-19 crisis vividly demonstrated that Americans rely on certain for-profit corporations to supply the essentials of everyday life. Even in a crisis situation in which the government had assumed an extraordinary role and extraordinary responsibilities, it was deemed necessary …

Does SEC Scrutiny Improve Mutual Fund Disclosures?

By Kai Du and Shuyang Wang January 5, 2022 by renholding

Millions of investors rely on the disclosures of U.S. registered mutual funds in making their investment decisions, but some of the most influential industry opinion leaders and legal scholars have criticized the quality of those disclosures. Like public companies, mutual …

Does the First Sale Doctrine Apply to NFTs?

By Desiree Moshayedi January 5, 2022 by renholding

An NFT is a non-fungible token that represents a particular copy of digital work.[1] It is a digital certificate of ownership that is secured on the blockchain, effectively creating a traceable record of every time the NFT changes hands.…

Happy Holidays

By Reynolds Holding December 24, 2021 by renholding

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.…

Agreement Reached on International Carbon Credit Trading Rules at COP26

By Rebecca J. Simmons, David J. Gilberg, Aaron M. Levine and Elianne Neuman Schiff December 20, 2021 by benzonenshayn

The 2021 United Nations Climate Change Conference, commonly referred to as “COP26”, was held in Glasgow, Scotland last month. Among other agreements coming out of COP26, government ministers representing nearly 200 countries reached a consensus regarding rules implementing Article 6 …

The Impact of Retail Investors on Stock Liquidity and Crash Risk

By Felix Hüfner and Jan-Oliver Strych December 10, 2021 by renholding

The influence of retail investors on the stock market is controversial among experts. Some studies conclude that retail investors are uninformed, overconfident investors who assess risk poorly and thus destabilize the financial markets (e.g., Grinblatt and Keloharju, 2009; Barber and …

Debevoise & Plimpton Discusses Proposed Cybersecurity Legislation

By Luke Dembosky, Avi Gesser, HJ Brehmer and Stephanie Thomas November 29, 2021 by renholding

On November 15, 2021, President Biden signed the Infrastructure Investment and Jobs Act into law, authorizing $1.2 trillion for infrastructure spending, including approximately $2 billion for various federal cybersecurity projects. This adds to a large number of cybersecurity bills that …

Sullivan & Cromwell Discusses FinCEN Update of Ransomware Advisory

By Sullivan & Cromwell November 16, 2021 by renholding

On November 8, 2021, the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) issued an updated version of its Advisory on Ransomware and the Use of the Financial System to Facilitate Ransom Payments, originally issued in the …

How Investment Banks’ Disagreement over Valuation Contributes to the Winner’s Curse

By Tingting Liu, Tao Shu and Jasmine Wang November 12, 2021 by renholding

The well-developed theory of the winner’s curse can potentially explain the poor performance of mergers and acquisitions (Roll, 1986). A key reason for the curse is the uncertainty concerning a deal’s value (e.g., Capen, Clapp, and Campbell, 1971; Bazerman and …

SEC Chair Gensler Speaks on Market Structure

By Gary Gensler November 4, 2021 by renholding

Thank you. It’s good to be here at the annual meeting of the Securities Industry and Financial Markets Association — what we all know as SIFMA. John [Rogers], I look forward to your questions.

As is customary, I will note

…

Deputy U.S. Attorney General Speaks on Corporate Crime

By Lisa Monaco October 29, 2021 by renholding

Thank you, Ray, for that introduction, and thank you all for having me today. I’m sorry that I am not able to be there in person but appreciate the ability to join you virtually.

I have three priorities for my …

Debevoise Discusses the Labor Department’s Proposal on ESG and ERISA

By Lawrence K. Cagney, Jonathan F. Lewis, Douglas M. Hirn and Alison E. Buckley-Serfass October 21, 2021 by renholding

On October 14, 2021, the U.S. Department of Labor (the “DOL”) issued proposed regulations that represent the first step in meeting President Biden’s directive to revise or rescind the recent Trump-era rules addressing a fiduciary’s duties under Section 404 of …

Sullivan & Cromwell Discusses OFAC Ransomware Advisory Update

By Nicole W. Friedlander, Eric J. Kadel, Jr., Anthony J. Lewis, Adam J. Szubin and Matthew J. Browne October 4, 2021 by renholding

On September 21, 2021, the United States Department of the Treasury’s Office of Foreign Assets Control issued an Updated Advisory on Potential Sanctions Risks for Facilitating Ransomware Payments, which provides additional guidance for companies facing ransomware attacks, or processing ransomware …

The Jobs Act Did Not Raise IPO Underpricing

By Omri Even-Tov, Panos N. Patatoukas and Young S. Yoon September 17, 2021 by renholding

The JOBS Act was signed into law on April 5, 2012, with the objective of improving access to the public capital market for growth companies. Title I of the JOBS Act amended the Securities Act and the Exchange Act and …

Who’s Looking Out for the Banks?

By Jeremy C. Kress August 23, 2021 by renholding

Two decades ago, Congress repealed the Glass-Steagall Act’s Depression-era separation between commercial banking and other financial activities, paving the way for bank holding companies (BHCs) to expand into investment banking and insurance. At the time, some critics – most notably, …

Debevoise & Plimpton Discusses New Privacy Legislation in the U.S.: The Patchwork Problem Grows

By Jeremy Feigelson, Johanna Skrzypczyk, Kim Le, Alexandra Swain and H. J. Brehmer July 26, 2021 by renholding

Colorado has just adopted a brand-new data privacy law and Nevada has just significantly amended its law. These changes add rights for consumers, and compliance obligations for businesses, that take the U.S. further in the direction of European-style privacy law. …

Capital Discrimination

By Ann M. Lipton July 21, 2021 by renholding

In 2014, Diane Straka, along with three male associates, formed a corporation for the purpose of providing accounting services. Each of the founders was an officer, director, and 25 percent shareholder of the new entity. A problem soon emerged: One …

How Quarterly Financial Reports Affect Employee Job Search

By Ed deHaan, Nan Li and Frank Zhou July 19, 2021 by renholding

Quarterly financial reports are an important way for companies to communicate with the capital market, and they clearly affect firms’ access to debt and equity capital. However, the most scarce and sought after resource for many modern, cash-rich companies is …

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