Principles and practices of good corporate governance offer a potentially powerful way to manage uncertainty that is often unrealized. Boards allocate capital based on probabilistic assessments of outcomes they often cannot control. Risk committees price scenarios that may never materialize.
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How the Return of the Shareholder State Affects Corporate Governance
Governments around the world are rediscovering ownership as an instrument of economic policy. From Washington’s industrial policy and Beijing’s state-owned enterprises (SOEs) to sovereign wealth funds across Asia, states are increasingly acting not merely as regulators but as strategic shareholders.
Lessons from Frontier-Industry Governance
In 2023, an open-source project for managing decentralized autonomous organizations (DAOs) on Ethereum became embroiled in a dispute that raised legal and governance questions for digital assets and decentralized technology. The protocol, called Aragon, had structural traits that are common
The Case for Breaking Out Labor Costs in Disclosure
In November 2024, the Financial Accounting Standards Board finalized its Disaggregation of Income Statement Expenses (DISE) standard. Beginning in 2028, public firms will have to break out employee compensation from each functional expense item on the face of their income
401(k) Plans Are a Poor Fit for Private Market Investing
In a recent comment letter, we take issue with a Department of Labor proposal (the “Proposal”) to create a safe harbor that would facilitate large-scale retail investment in private markets through 401(k) plans. While much of the DOL’s analysis
Sullivan & Cromwell Discusses Second Circuit Decision on Breadth of PSLRA Stay
The Private Securities Litigation Reform Act’s (“PSLRA”) automatic stay during the pendency of a motion to dismiss is one of the most important procedural protections for defendants in a securities action. The stay, which applies to “all discovery and other
Entityness, Takeover Premiums, and Coase’s Error
In M&A, an acquirer must pay an acquisition premium to target shareholders. However, much to academic puzzlement, this universal reality rubs against theory. Two fundamental ideas in modern financial economics are the efficient capital market hypothesis (ECMH) and the capital
Davis Polk Discusses DOJ’s Most Recent FCPA Case
On July 17, 2026, Scoular, a Nebraska-based agricultural company, entered into a three-year deferred prosecution agreement (DPA) with DOJ to resolve a Foreign Corrupt Practices Act (FCPA) case. The case has all the hallmarks of a standard FCPA resolution and
The Half-Trillion-Dollar Joint Venture Blind Spot
Joint ventures (JVs) have become the load-bearing walls of the industrial economy. In mining, over three-quarters of copper and nearly two-thirds of lithium production come from JVs[1]. In oil and gas, roughly half the output at majors like
SEC Commissioner Peirce Warns Crypto Activities May Trigger Securities Laws
The Commission, the Crypto Task Force, and staff across the Divisions have done tremendous work in the past year and a half to provide clarity to crypto markets as to when a certain asset or activity is subject to the