Sky Blog
For more than eight decades, Rule 14a-8 (the SEC’s shareholder proposal rule) has been both a solvent and an irritant in U.S. corporate governance. The rule sought to ease management’s hold on the agenda of the company-funded proxy process by …
On April 10, 2026, and consistent with its previous approval of similar proposals by other national exchanges (24X and NYSE Arca), the SEC approved the Nasdaq Stock Market (Nasdaq) proposal to extend its trading hours for NMS stocks and exchange-traded …
Today [April 21] marks one year since I began my third tour of duty at the SEC. I first served on the staff of Chairmen Richard Breeden and Arthur Levitt in the early 1990s, and then later as a Commissioner …
In a genuinely shocking display of regulatory hubris, the SEC just announced via an “Exemptive Order” the most significant change to the tender offer rules in a generation. The Order shortens the minimum period of a cash tender offer for …
Shareholder proposals under Rule 14a-8 have played a major role in transforming corporate America, bringing to the fore everything from non-staggered boards and majority voting for directors to disclosure concerning diversity and lobbying expenditures. Most shareholder proposals are “precatory”—advisory rather …
Good morning and good to be with you all. Joe [Mecane], thank you for the introduction. It’s an honor to join you for STANY’s 90th annual conference. For ninety years, your association has contributed precious time and expertise to …
Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission resources. Regrettably, such resources have been misapplied in prior years to pursue media headlines and run up numbers, and in turn, led to misguided …
The SEC has issued a much-anticipated interpretation regarding when the federal securities laws apply to certain types of crypto assets and transactions. It is an important step forward, but reflecting the difficulty in drawing clear lines, critical uncertainties persist. Most …
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 …