Against Mandatory Sunset for Dual Class Firms

By Zohar Goshen January 2, 2019 by renholding

The debate over dual class firms has morphed from an objection to their very legitimacy to a demand to subject them to a mandatory sunset provision. My colleague and friend, Professor John Coffee, believes that dual class firms are undesirable …

Wachtell Lipton Offers Thoughts for Boards of Directors in 2019

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone December 20, 2018 by renholding

In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader context of rapidly changing political and social norms and increasing divisiveness across …

What Can We Learn from Stock Prices?

By Joshua Mitts December 18, 2018 by renholding

Prices convey information. Hayek (1945) put it this way: Prices “coordinate the separate actions of different people in the same way as subjective values help the individual to coordinate the parts of his plan.” Stock prices, in particular, matter a …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton December 3, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

Cleary Gottlieb Discusses Updates to Proxy Adviser Guidelines

By Michael Albano, Julia M. Rozenblit and Emily Barry November 12, 2018 by renholding

As 2018 draws to a close, both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis are in the process of updating their 2019 proxy voting guidelines.

In mid-October, ISS launched its 2019 benchmark voting policy consultation period, pursuant to which …

How Boards Can Get Ready for Climate Change

By Sophie L'Helias and Nina Hodzic November 1, 2018 by renholding

We are constantly reminded of the urgency to act as we witness the impact of climate-related events on peoples’ lives and their communities around the world.

The signing of the Paris Climate Agreement in 2016 was a watershed moment as …

SEC Commissioner Airs Her Beef With Stakeholders

By Hester M. Peirce September 26, 2018 by renholding

Last time I flew to California, the skies were so clear that I was able to keep an eye on the changing landscape below all the way across the country. The vastness and great variety was striking. Having grown up

…

Corporate Governance Reform in Post-Crisis Financial Firms: Two Fundamental Tensions

By Christopher M. Bruner September 5, 2018 by renholding

The manner in which financial firms are governed directly affects the stability and sustainability of both the financial sector and the “real” economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated. However, two fundamental tensions continue …

Regulation by Prosecutor

By Gregory M. Gilchrist August 15, 2018 by renholding

There is a quaint perspective from which the prosecutor’s role is limited to investigating crime and advocating for punishment. Of course, prosecutors serve both these functions, but the description is far too narrow to capture the work of the modern …

Cleary Gottlieb Discusses Long Term Investors’ Duty to Revive the Staggered Board

By Neil Whoriskey June 11, 2018 by renholding

Beyond the cacophonous din of voices calling for companies to serve a “social purpose,” adopt a variety of governance proposals, achieve quarterly performance targets, and listen to (and indeed even “think like”) activists, there is now, most promisingly, a call …

Wachtell Lipton Discusses Labor Department’s Cautionary Tone on ESG-Related Matters

By David M. Silk, Sabastian V. Niles, Alicia C. McCarthy and Carmen X.W. Lu May 8, 2018 by renholding

With shareholder proposals regarding ESG and sustainability matters becoming the most common kind of proposal, proxy advisory firm ISS marketing a new “Environmental & Social QualityScore” product for rating public companies, asset managers developing ESG-related guidelines and voting policies, and …

Debevoise Discusses the New SEC Cybersecurity Guidance

By Luke Dembosky, Jeremy Feigelson, Matthew E. Kaplan, Jim Pastore and Paul M. Rodel March 26, 2018 by renholding

On February 21, 2018, the SEC issued new Guidance regarding cybersecurity disclosure and governance requirements applicable to SEC reporting companies. In our earlier Client Update on this topic, we discussed the disclosure considerations addressed in the Guidance. In this Client …

Stock Market Indices: Inside the Black Box

By Anita Anand and Adriana Z. Robertson March 21, 2018 by renholding

The news that a whistleblower contacted U.S. regulators last month about alleged manipulation of the Chicago Board Options Exchange Volatility Index, or VIX, highlights near universal reliance on information that stock market indices provide. While the VIX is not itself …

Protecting LLC Owners While Preserving LLC Flexibility

By Peter Molk February 26, 2018 by renholding

Limited liability companies, or LLCs, have emerged as the entity of choice for new businesses. The form attracts many everyday owners and entrepreneurs as an easy way to combine corporation-style limited liability protection with partnership-style tax treatment. LLCs also offer …

Changes in Corporate Governance: Externally Dictated vs. Organically Determined

By Onur K. Tosun February 20, 2018 by renholding

Several major corporate scandals in the United States during the early 2000s brought attention to corporate governance of large U.S. companies. As a result, Congress passed the Sarbanes-Oxley Act (SOX), and the Securities and Exchange Commission (SEC) announced several regulations …

Financial Supervisors and RegTech: Four Roles and Four Challenges

By Luca Enriques February 12, 2018 by renholding

Financial institutions and their regulators have long been early adopters of new information technologies (IT). In a short essay based on two posts for the Oxford Business Law Blog (available here and here), I first identify four uses of …

SEC Chair Clayton Talks SEC and Market Transparency

By Jay Clayton November 9, 2017 by renholding

Thank you, Keith [Higgins], for that gracious introduction.[1] Let me return the sentiment. Keith – you are a member of an esteemed group of Division Directors, some of whom are here today, who have served the Commission and, most …

PwC Discusses the Fed’s New Rating System for Large Financial Institutions

By Dan Ryan, Julien Courbe, Adam Gilbert, Mike Alix and Roberto Rodriguez September 8, 2017 by renholding

On August 3, the Federal Reserve (Fed) proposed for comment a new supervisory rating system to assess the safety and soundness of Large Financial Institutions (LFIs).¹ This is the first change to the Fed’s supervisory rating system since the …

PwC Discusses Fed’s New Board Expectations Guidance

By Dan Ryan, Julien Courbe, Adam Gilbert, Mike Alix and Roberto Rodriguez September 1, 2017 by renholding

On August 3, the Federal Reserve (Fed) proposed for comment supervisory guidance for boards
of directors of Fed-supervised institutions¹ (i.e., Board Effectiveness (BE) guidance). The proposed BE guidance is the result of a multi-year review by the Fed of …

PwC Explains Why Fraud Governance Means More Than Just Compliance

By Julien Courbe, Sean Joyce, Jeff Lavine, Genevieve Gimbert, Brian Castelli and Roberto Rodriguez August 18, 2017 by renholding

Fraud incidents have increased by over 130 percent in the past year, resulting in significant monetary and reputational losses for financial institutions. Many of these incidents — including high-profile crimes such as the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) …

« Previous 1 2 3 Next »

The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

governance