In recent years, there has been a significant increase in common ownership, where large institutional investors hold substantial shares in several companies within the same sector. Theoretically, common ownership may result in higher product prices, as common owners might favor
The CLS Blue Sky Blog
Skadden Discusses Scotus Ruling That Omissions Not Actionable Under Section 10(b) of Exchange Act
On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The issue presented was whether the failure to make a…
Cleary Gottlieb Looks at New Footnote Required Under Final SEC Climate-Related Disclosure Rules
On March 6, 2024, the U.S. Securities and Exchange Commission approved in a 3-2 vote final rules that require most reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. This memorandum…
Private Equity Negotiations
For most of its history, the private equity industry was largely left alone by securities regulators. A basic assumption underlying this approach was that private equity fund investors are sophisticated and should therefore be able to engage in effective private…
How the SEC Can Evade Jarkesy’s Impact
The Supreme Court is about to eviscerate the SEC’s power to efficiently pursue fraudsters.
Or so we are told.
In SEC v. Jarkesy, the Court may hold that whenever the SEC seeks to impose monetary penalties on enforcement targets for…
Davis Polk Discusses Rulings on Fed’s Denial of Master Accounts to Custodia and PayServices
Two federal district courts recently upheld decisions by the Federal Reserve Bank of Kansas City (FRBKC) and the Federal Reserve Bank of San Francisco (FRBSF) to deny master account applications from Custodia Bank (Custodia) and PayServices Bank (PayServices). Custodia has…
Paul Weiss Discusses Verdict in SEC “Shadow Trading” Case
On Friday, April 5, 2024, a jury in the Northern District of California found that the SEC had established that Defendant Matthew Panuwat, a former senior director of business development at biopharmaceutical firm Medivation, was liable under a civil misappropriation…
“Shadow Trading” and the Common Law of White Collar Crime
A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] —…
Europe Needs a Business Law. What Would It Look Like?
Globalization, whatever its problems, has created international flows of goods and other items that in value far exceed the GDP of the largest states (or combinations of them like the EU). and so it may lay claim to its own…
Sullivan & Cromwell Discusses Delaware Supreme Court Ruling on MFW’s Application to Controller Transactions
In the important 2014 case of Kahn v. M & F Worldwide Corp., the Delaware Supreme Court held that freeze-out mergers, in which a controlling stockholder takes a company private, are subject to Delaware’s heightened “entire fairness” standard of review…