On April 4, 2025, a federal district court in Colorado dismissed a Section 11 claim arising out of a direct listing and concluded that recent Supreme Court precedent “likely forecloses Section 11 liability in the direct listing context” altogether. The court applied the Supreme Court’s unanimous decision in Slack Technologies, LLC v. Pirani, 598 U.S.
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Did SB21’s Changes to Delaware Corporate Law Harm Shareholders?
On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no discernible effect on the shareholder value of companies incorporated in Delaware.
Some of the key…
The Strategic Evolution of Shareholder Activism
Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. In a new paper, I explore how activism has evolved in both form and…
Goodwin Procter Discusses DOJ’s Data Export Rule
On April 8, 2025, a sweeping rule issued by the US Department of Justice (DOJ) took effect. The rule imposes restrictions—and in some cases, outright prohibitions—on US companies in connection with certain types of data brokerage, vendor relationships, employment arrangements, and investment agreements involving six “countries of concern” and individuals or entities linked to them:…
Delaware’s Dual Class Dilemma
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ current approach. While readily acknowledging that a director’s desire to remain on a board can…
Davis Polk Discusses SEC’s New Flexibility on Draft Registration Statements
The SEC’s Division of Corporation Finance has announced improvements to its policies for draft registration statements that will be welcomed by both companies and underwriters.
Following recent statements by Acting SEC Chair Mark Uyeda calling for a return to the SEC’s “narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and…
The Hitchhiker’s Guide to Comparative Financial Regulation
Over recent decades, the massive globalization of finance has led many observers to expect widespread harmonization of nations’ financial regulations. Yet, while there has been a remarkable degree of harmonization in some areas, at least at the regional level, considerable divergence persists.
In a new book, we explore why different jurisdictions converge or diverge in…
Ropes & Gray Discusses SEC Guidance on Effectiveness of Form S-3s Before Proxy Statement Filing
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Bankruptcy’s Turn to Market Value
Chapter 11 was widely seen as a failure in the first decade of the Bankruptcy Code’s operation, the 1980s. Large firms were mired in bankruptcy for years; the process was seen as expensive, inaccurate, and subject to abuse. While basic bankruptcy still has its critics and few would say it works perfectly, the contrast with bankruptcy…
A&O Shearman Discusses SEC Staff Position on USD-Backed Stablecoins
On April 4, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement addressing the status of certain stablecoins under the U.S. securities laws.
The statement concludes that a narrow class of USD-backed, fully reserved, non-yield-bearing stablecoins (“Covered Stablecoins”) do not involve the offer or sale of securities. In other…