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
The CLS Blue Sky Blog
Latest from The CLS Blue Sky Blog
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…
How a New Regulatory Framework Could Contain Bank Runs and Promote Recovery
The rapid escalation in uninsured deposit runs in March 2023 led to chaotic intervention with potentially severe fiscal implications. The runs spotlighted once again the limit on prudential norms. Since the collapse of SVB, Credit Suisse, and other smaller banks…
Davis Polk Discusses RECOUP Act’s Clawbacks of Failed-Bank Executives’ Compensation
In a recent opinion piece in the Washington Post, former FDIC Chair Sheila Bair and leading British bank historian Charles Goodhart argued in favor of the executive compensation clawback provision in the proposed RECOUP Act, which we analyzed here.…