Sky Blog
A central challenge to the effectiveness of shareholder voting is the collective action problem, where dispersed individual shareholders lack sufficient incentives to use their voting rights effectively. The problem is prevalent among retail investors, whose small ownership stakes and minimal …
In an important development for the asset management industry, the Staff of the SEC’s Division of Investment Management issued a no-action letter to Simpson Thacher in response to our request for confirmation that state-chartered trust companies—which are among the most …
Controlled companies – public firms where an individual, group, or another company holds majority voting power – make up a significant and growing share of the U.S. public market, accounting for over $2.2 trillion in 2019 alone. Despite their scale, …
On January 15, 2025, the SEC approved, on an accelerated basis, a proposed rule change to amend Section 802.01C of the NYSE’s Listed Company Manual (Manual) to restrict the use of reverse stock splits to regain compliance with NYSE …
Is 24/7 Trading Better?
Since the founding of the New York Stock Exchange in 1792, trading hours have closely mirrored the conventional workday due to the human involvement that was essential for trading. But times have changed. Electronic execution has …
Since the 1990s, regulatory reforms worldwide have significantly increased the independence of corporate boards. By 2023, nearly all of the top 50 equity markets had implemented minimum requirements for board or board committee independence. While extensive literature highlights the benefits …
Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.
In October 2022, the SEC adopted the final clawback rule mandated by the Dodd-Frank Act …
Financial globalization has allowed issuers more freedom to shop among jurisdictions and thus intensified stock market competition. Against this backdrop, the Hong Kong, Singapore, China, and UK stock markets have accepted the dual-class share structure (DCSS). While empirical legal studies …
The Securities and Exchange Commission’s recent actions against Binance and Coinbase show that the commission is worried about the business model of crypto-trading platforms. In its complaint against Binance, for example, the SEC expressed concerns about the offering of “three …
The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq. As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to …
A public company’s certificate of incorporation generally grants the board of directors authority to issue “blank check” preferred stock up to the number authorized in the certificate of incorporation, on terms to be determined by the board. Recently, a number …
On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …
On November 17, 2022, the Financial Industry Regulatory Authority (“FINRA”) issued a special alert to FINRA members concerning the heightened threat of fraud in small capitalization initial public offerings (“IPOs”). At the same time, both the New York Stock Exchange …
Corporate governance guidelines (“CGGs”) are a relatively recent addition to the corporate governance framework of public companies. In 2003, in response to accounting scandals at Enron Corporation and several other large public companies, the NYSE created rules to improve the …
On May 19, 2021, the SEC approved Nasdaq’s proposed rule change[1] to permit primary direct floor listings. This will permit companies to undertake an initial public offering and concurrent Nasdaq listing without the use of underwriters to market the …
The reach of American law has recently entered familiar territory: listings of international companies on U.S. exchanges. Yet the listings of Chinese companies have in particular prompted a backlash. I want to shed some light on the situation – and …
Direct listings, the most promising disruptor of IPOs, received a significant boost this week, thanks to the U.S. Securities and Exchange Commission (SEC) ruling on a petition from the Council of Institutional Investors.
Most common in the tech industry, direct …
Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States.
On August 26, 2020, the SEC approved …
New developments last week will allow companies to raise funds in a direct listing. On Wednesday, the Securities and Exchange Commission (SEC) approved the NYSE’s rule change that will permit companies to raise capital in a direct listing. Prior to …
The SEC has given the New York Stock Exchange (NYSE) clearance to allow companies to raise capital in connection with a direct listing on the NYSE. A direct listing is an alternative to a traditional underwritten IPO that allows a …