In 2015, Mark Carney, then Governor of the Bank of England and now Prime Minister of Canada, named a problem that financial markets had begun to confront but had difficulty articulating, “the tragedy of the horizon.” As we
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White & Case Discusses M&A Regulatory Closing Risk and Superior-Proposal Determination
In the fourth quarter of 2025, Novo Nordisk A/S (“Novo”) intervened as an interloper in the acquisition of Metsera, Inc. (“Metsera”), a clinical-stage developer of obesity and metabolic therapies that had entered into a merger agreement to be acquired by
How to Advise Token Developers in Light of Proposed SEC Regulation Crypto Assets
For a decade, a development team that wanted to distribute tokens in the U.S. or to U.S. persons had two realistic options: attempt an SEC registration that, basically, no one could complete, or make a judgment call under the 1946
Davis Polk Discusses OCC and FDIC Changes to Rules for Supervision
The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC and, collectively, the Agencies) issued a joint final rule to define the term “unsafe or unsound practice” for purposes of section 8 of the
What Anthropic’s Antitrust Waiver Says About the Law and Economics of AI
In September 2026, Dario Amodei proposed an unusual response to the race to develop frontier artificial intelligence. If competition pushes leading laboratories to move faster than safety allows, Washington should let them coordinate. The Anthropic chief executive wants outside evaluators
SEC Chair on Plan to Rescind Shareholder Proposal Rule and Modernize Proxy Solicitation
Today [September 16], the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into
How Generative AI Could Change the Mutual Fund Industry
The mutual fund industry has become increasingly concentrated. The five largest fund families managed about 35% of industry assets in 2005, compared with 57% in 2024. One explanation is economic efficiency: Successful managers attract more capital, and larger organizations benefit
Skadden Discusses Delaware Chancery Decision Not to Apply Section 144 Safe Harbors
Key Points
- The Delaware Court of Chancery issued the first opinion analyzing the DGCL Section 144 safe harbors in the context of a challenged merger transaction involving a conflicted director/officer, holding the safe harbors were unavailable at the pleading stage
Why SPACs Need a Deadline
SPACs are public companies designed to die. Ordinary corporations, like Coca-Cola, enjoy perpetual existence under the law. Special-purpose acquisition companies, by contrast, are organized with a termination date from the outset—usually two years, and never more than three under stock
Why Private M&A Deals Die, and What Lawyers Can Do About It
Recent years have seen growing academic interest in why mergers and acquisitions fall apart. Projects by Morgan Ricks and Da Lin and Robert Miller have explored, for example, why public company transactions fail to close after signing. In a new