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
The CLS Blue Sky Blog
The CLS Blue Sky Blog, published by Columbia Law School, focuses on developments in commercial law, particularly relating to securities regulation, corporate governance, and emerging financial technologies. It covers topics such as amendments to the Uniform Commercial Code affecting digital assets, regulatory changes impacting capital markets, and legal issues surrounding private equity and investor protections. The blog also addresses broader themes in financial regulation, including climate-related disclosures, privacy concerns in financial surveillance, and evolving SEC policies. It serves as a resource for understanding the intersection of law, finance, and technology within the context of U.S. and international regulatory frameworks.
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Davis Polk Discusses SEC Clarification of Letter on Structured Notes Disclosure
By Martinyerovi
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
By Renholding
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
By Renholding
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…
Market Manipulation Damages
By Renholding
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
By Renholding
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?
By Renholding
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
By Renholding
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
By Renholding
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,…
Cleary Discusses SEC’s Fair Value Measurement, Disclosure Factors for Private Assets
By Martinyerovi
On September 28, 2026, the U.S. Securities and Exchange Commission’s (the SEC) Office of Chief Accountant Kurt Hohl and Division of Investment Management Director Brian Daly (collectively, the Staff), issued a joint statement on fair value measurement and disclosure considerations…