Sky Blog
Governments sometimes use private ordering – the delegation of regulatory authority to the private sector – in regulating commerce, finance, and business more generally. In a new article, available here, I focus on one of the federal government’s most …
In recent years, the SEC has faced scrutiny of its actions under the arbitrary-and-capricious standard of the Administrative Procedure Act (APA), which requires the Commission to adequately justify its rules. In particular, critics have questioned the SEC’s economic analysis of …
The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1] The distinction is important because …
The Securities and Exchange Commission (SEC) on March 17 issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. This is a major step in the Commission’s efforts to provide greater …
On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an order[1] providing conditional relief from the insider reporting requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) for directors …
Good afternoon, ladies and gentlemen. It is a pleasure to join you here at Boca 2026 – a gathering that represents both the depth of the derivatives industry and the dynamism of the ideas and infrastructure that undergird modern risk …
On February 24, 2026, the SEC Division of Enforcement (“Division”) released the first updates to its Enforcement Manual (“Manual”) since 2017. The updates—which the SEC characterized as underscoring its “ongoing commitment to fairness, transparency, and efficiency in the investigations conducted …
On February 4, 2026, a Ninth Circuit panel affirmed in part and reversed in part the dismissal of a securities fraud action alleging that a toy company misled investors about inventory management. The panel found that while some of the …
Imagine you are the CEO of a fast-growing company that needs public capital to grow. You have a real business today, but much of your value depends on what you haven’t built yet: new products, new capacity, and a multi-year …
Good morning, ladies and gentlemen. Let me begin by thanking our FSOC hosts for convening this roundtable series and for the invitation to take part in it. I should also like to acknowledge our industry partners for joining us. Today’s …
Good morning, ladies and gentlemen, and welcome to our first Committee meeting of the year.[1] I want to start by saying how glad I am that we are able to reconvene (if only virtually) after the government shutdown forced …
A fundamental misconception pervades American law’s engagement with blockchain technology. State legislatures, federal regulators, courts, and private market participants routinely treat the technical capabilities of blockchain systems as sources of legal rights and obligations, collapsing the distinction between what code …
Legal scholars have long opined on the social benefits of the core securities laws. The chief benefits of issuer-disclosure law and securities-specific fraud law identified to date relate to their positive effects on stock-price accuracy. A price-accuracy theory in support …
New leadership at the Securities and Exchange Commission (SEC) is making it a priority to reverse the decline in the number of U.S public companies. Its method: reversing regulatory creep and reducing the onerous burdens of compliance that deter all …
On January 30, 2026, Securities and Exchange Commission (SEC) Chair Paul Atkins and Commodity Futures Trading Commission (CFTC) Chair Michael Selig announced that Project Crypto—previously an SEC-led initiative—will proceed as a joint effort between the SEC and the CFTC…
Let me begin by thanking our hosts at the Texas A&M University School of Law for convening today’s program. Though only in its second year, the symposium has already earned a reputation for rigor and insight. So, to address leading …
Shareholder-rights advocates are mobilizing. The Council of Institutional Investors, representing pension funds with assets under management of approximately $5 trillion, has written to the SEC demanding that the agency resume substantive review of shareholder proposal no-action requests. The International …
Fiscal year 2025 was a year of extremes in terms of the number of enforcement actions brought by the Securities and Exchange Commission (SEC). During the first quarter of fiscal year 2025 (October through December 2024), the SEC reported a …
The shareholder proposal process is currently the subject of renewed scrutiny and critique. Detractors have raised concerns about cost, legitimacy, and federalism. The Securities and Exchange Commission has announced its intent to conduct a formal rulemaking to alter the shareholder …
Chairman Scott, Ranking Member Warren, and Members of the Committee: It is an honor to testify before you today. Thank you for this opportunity to discuss the work of the U.S. Securities and Exchange Commission.[1]
Nine months ago, I