The dominant shareholder primacy model of corporate governance makes shareholder wealth maximization both the purpose of a corporation and the only legitimate consideration for decisions by corporate directors. Yet that single-stakeholder model is under attack on several fronts. Numerous scholars
Sullivan & Cromwell Discusses DOJ Limits on Crypto Prosecutions
On April 7, 2025, Deputy Attorney General Todd Blanche issued a memorandum to all Department of Justice employees (the “Memorandum”) announcing an overhaul of previous enforcement directives relating to digital assets. The Deputy Attorney General issued the Memorandum consistent with
Fidelity National Financial, Inc. Takes Another Run On Nevada Move
Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. The company has not given up on the proposal. Yesterday, it
Optimize Workflows: Transform Contract Management in the ‘Walk Phase’
Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action
The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal securities laws. In Defeo v. IonQ, Inc., 2025 U.S.
Who is Stacking the Chips: U.S. Commerce Department Launches Section 232 Investigation into Semiconductor Imports
On April 16, 2025, the Department of Commerce announced that it initiated an investigation on April 1, 2025, under Section 232 of the Trade Expansion Act, into imports of semiconductors, semiconductor manufacturing equipment (SME), and related products to evaluate how
High Bar to Establish Section 11 Standing for Direct Listing Purchasers
In its June 2023 decision in the Slack case, the United States Supreme Court held that, order to establish standing, Section 11 plaintiffs must plead and prove that the shares they purchased in a direct listing offering are traceable to
Whistleblower Law Collaborative Supports Bar Association Statement in Support of the Rule of Law
The American Bar Association, the Massachusetts Bar Association, the Boston Bar Association, and the Women’s Bar Association of Massachusetts are among the more than 50 bar associations who released a statement to “defend the rule of law and reject
Defendant Has Burden of Showing That Foreclosure is Barred by RPAPL 1301
On April 9, 2025, the Second Department issued a decision in NewBank v. Yong Won Bu, 2025 NY Slip Op. 02078, holding that the defendant has the burden of showing that a foreclosure is barred by RPAPL 1301, explaining:
UK passes emergency legislation to authorize “public interest” directions on use of British Steel assets
The UK Parliament has passed emergency legislation to enable the government to direct the use of assets of British Steel, and to take control of assets if directions are not followed.
The government’s stated intention is “continuing the support of