Corporate officers occupy an unusual place in corporate law. They are among the most important actors in the modern corporation, making many of the decisions that shape a company’s day-to-day operations, strategy, risk taking, and compliance.[1] Yet compared with
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Davis Polk Discusses SEC Clarification of Letter on Structured Notes Disclosure
The SEC has clarified that a recent letter on structured note disclosures does not affect, limit or condition long-standing staff guidance and does not impose legal requirements.
Background
In a 1996 no-action letter (the Morgan Stanley Letter), the SEC’s
Shadow SEC Statement No. 16: Retain Rule 14a-8
We oppose rescission of SEC Rule 14a-8.
Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual state and federal system governing public companies. Reasonable people may
Cleary Gottlieb Discusses Revised DOJ Justice Manual on False Claims Act Enforcement
On Friday, September 18, 2026, the U.S. Department of Justice (DOJ) announced revisions to two Justice Manual sections governing False Claims Act (FCA) enforcement. The revisions narrow DOJ’s enforcement approach in two respects. First, DOJ revised Justice Manual § 1-19.000
Two Courts, One Conclusion: EPA Unlawfully Terminated Solar for All
On September 18, 2026, the U.S. District Court for the District of Rhode Island ruled that the Environmental Protection Agency’s (EPA) termination of the $7 billion Solar for All program was unlawful under the Administrative Procedure Act (APA) and vacated
Market Manipulation Damages
A growing case law is recognizing private damages claims for market manipulation such as spoofing. A spoofer places orders for an asset while intending to cancel the orders before they execute. The point is to move the price of the
Skadden Discusses Major Changes to Federal Proxy Rules
Executive Summary
- What’s new: On September 16, 2026, the SEC proposed amendments to the federal proxy rules, including rescinding Rule 14a-8 governing shareholder proposals in company proxy materials, expanding company discretionary voting authority over floor proposals and modernizing various other proxy
Can Boards Rely on AI-Assisted Management Reports?
Under corporate law, boards of directors have long had the right to rely on reports and other information supplied by management. This “right of reliance” derives from the board’s power to delegate day-to-day operational responsibility to management. However, it is
Sullivan & Cromwell Discusses FDIC Proposal to Reform Bank Merger Review
On September 17, 2026, the Federal Deposit Insurance Corporation issued a notice of proposed rulemaking (the “Proposal”)[1] to modernize and reform its framework for reviewing transactions under the Bank Merger Act (the “BMA”).[2] The Proposal is intended to
Cryptoexchanges Have a Governance Gap
For more than a century, exchanges have governed markets as much as they have operated them. While creating liquidity, they have also functioned as private lawmakers within a public regulatory framework by establishing listing standards and disclosure obligations, monitoring issuers,