Insider trading has long been a furtive contest between traders, desperately hiding their material non-public information, and prosecutors in hot pursuit. In general, discovery implied conviction. But now it may have come out into the open, as high frequency traders
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Wachtell Lipton Discusses Delaware Chancery’s Caution Against Reading Between the By-Lines
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation’s
Who Governs Valuations When Private Assets Reach Retail Investors?
Retail investors are gaining greater exposure to private equity, private credit, private real estate, infrastructure, and other less-liquid assets through retirement funds, wealth platforms, and publicly offered investment vehicles.
As policymakers debate wider access, they should also ask a less
Asset Managers, Presidential Power, and the Risk of Reverse Capture
Giant asset managers have become powerful actors in corporate America, fueling widespread concern that these Wall Street titans will capture the government by translating their economic might into political influence. In a new article, we identify an increasingly pressing
Wachtell Lipton Discusses Record DOJ Penalty for Alleged “Systemic” HSR Violation
On August 26, the Department of Justice announced a proposed settlement to resolve allegations that private equity firm KKR failed to file complete, accurate, and timely premerger filings under the Hart-Scott-Rodino Act in connection with several transactions during 2021 and
How Caremark Has Become Oversized
On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial. Meta stockholders brought an $8 billion claim against the company’s directors and officers,
SEC Commissioner Peirce on Proposed Transfer Agent Rules
I am delighted that the transfer agent rule proposal is seeing the light of day before I leave the Commission. Thank you to Jamie Selway, Elizabeth Fitzgerald, Moshe Rothman, and the rest of the staff in the Division of Trading
If Companies Report Less, Boards Should Explain More
Few empirical studies end up on both sides of a major regulatory fight, and fewer still get accused of being read too selectively by one side. My 2021 study on Israel’s voluntary transition to semiannual reporting has been at the center
Weil Gotshal Discusses Equity Markets as a Balance Sheet Management Tool
A wave of near-term debt maturities, persistent covenant pressure, and a financing market that rewards speed and certainty over marketed processes have pushed balance sheet management to the top of the agenda for management and boards of highly levered companies.
The Problem With Reputation-Based Governance in Private Funds
Raising a first-time private fund is extraordinarily difficult. Incumbent managers have long-held and significant advantages in fundraising, and the challenge of breaking into the industry has only grown steeper in recent years as fundraising has slowed and capital has consolidated