Columbia Law School
Sky Blog
Today [March 24], the Commission voted to propose removing references of credit ratings from Rules 101 and 102 of Regulation M (Reg M). I was pleased to support today’s proposal because, if adopted, it would fulfill a mandate issued by
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Debevoise Discusses New Cyber Incident Reporting for Critical Infrastructure
On March 15, 2022, President Biden signed the Cyber Incident Reporting for Critical Infrastructure Act of 2022 (the “Act”) into law, requiring critical infrastructure entities to report covered cybersecurity incidents to the Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 …
Cleary Gottlieb Discusses End of Mandatory Arbitration for Sexual Misconduct Cases
On March 3, 2022, President Biden signed the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act[1] into law. The law amends the Federal Arbitration Act (“FAA”) to prohibit the use of mandatory arbitration provisions to resolve sexual …
The Most Dangerous Branch: Is the Supreme Court Dismantling the Administrative State?
At first glance, the question posed above may sound slightly paranoid. Still, sometimes a measure of paranoia may be justified. In any event, this column is less a prediction of the future than a review of what is actually happening, …
Toward a “Tender Offer” Market for Labor Representation
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
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
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?
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?
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
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
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
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
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
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
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
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
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
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
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
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 …