Sky Blog
Artificial intelligence (AI) is emerging as a general purpose technology (GPT) with the potential to transform industries. As a result, the potential benefits of AI give firms strong reasons to adopt it – but also provides opportunities to exaggerate their …
The Securities and Exchange Commission (SEC) staff recently updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor rather than a long-form …
The revolutionary potential of artificial intelligence (AI) creates substantial uncertainty about its impact on firm value. On one hand, AI can drive revenue growth through innovative products and precise customer targeting, while also reducing operational costs by automating tasks, optimizing …
The Consumer Financial Protection Bureau (the CFPB) recently released a report identifying limits in federal privacy protections afforded by the Fair Credit Reporting Act (FCRA) and Gramm-Leach-Bliley Act (the GLBA). The report strongly encourages state policymakers to consider how consumers …
The system of disclosure for public companies no longer meets the needs of investors and other stakeholders. Largely put in place by the Securities and Exchange Commission in 1982, the principles underlying the system have failed to keep pace with …
In the United States, there is talk of a backlash against ESG, while in Europe, the number of laws requiring companies to comply with ESG standards is growing steadily. This difference in attitude and approach toward ESG may, in part, …
As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, …
When I was with you two years ago, I quoted President Franklin Roosevelt when he signed the first of the foundational securities laws in 1933: “This law and its effective administration are steps in a program to restore some old-fashioned …
On October 28, 2024, the U.S. Department of the Treasury issued final regulations implementing an outbound investment control regime targeting AI, semiconductors, and quantum computing investments involving China that raise national security concerns. The regulations’ prohibitions and reporting requirements go …
On October 22, 2024, the Securities and Exchange Commission (“SEC”) filed settled enforcement orders involving four current and former public companies – Unisys Corp., Avaya Holdings Corp., Check Point Software Ltd, and Mimecast Limited. The settlements concern the issuers’ disclosures …
On October 22, 2024, the SEC instituted settled actions against four current and former public companies impacted by the 2020 SolarWinds software hack – Unisys Corp. (Unisys), Avaya Holdings Corp. (Avaya), Check Point Software Technologies Ltd (Check Point), and Mimecast …
In a new paper, we discuss our findings on how ESG disclosure mandates affect IPO underpricing – the tendency of IPO share prices to jump on the first day of trading – which is a substantial cost of going public.…
Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy disclosure rules by standing for election as …
In 2020, the Nasdaq stock market filed a proposal with the U.S. Securities and Exchange Commission seeking permission to adopt a board diversity-related disclosure requirement for its listed companies. In 2021, the SEC approved the proposal, making Nasdaq the most …
The Commission recently issued two whistleblower award determinations awarding an aggregate $122,000,000 among four claimants.[1] We did not support these determinations, but we are unable to explain our reasons because the public final orders determining the awards redact certain …
We have argued that bank regulators should disclose more bank information than is now required.[1] This is because supervisory practices generally do little to promote transparency, which leads to opacity that interferes with the pricing of risk and undermines …
In November, the U.S. Supreme Court will hear two cases from the Ninth Circuit Court of Appeals that will implicate the ability of investors to bring securities fraud claims. The most worrisome – NVIDIA Corp. v. E. Ohman J:or Fonder …
The concept of materiality has been called the “bedrock” or the “cornerstone” of the corporate disclosure system established by Congress in the federal securities laws.[1] But, despite its importance, determining how to use or apply the concept can be …
Regulation Fair Disclosure (Reg FD) attempts to level the playing field for investors, stating that any “informational edge” should be due to investors’ “skill, acumen, or diligence” rather than “from their superior access to corporate insiders.”[1]However, Reg FD …
In today’s rapidly evolving corporate governance landscape, the role of audit committees in overseeing financial reporting has never been more important. Recent regulations, such as the updated Compliance & Disclosure Interpretations (“C&DIs”), have emphasized the need for audit committees to …