In a recent case involving Meta (née Facebook), the Delaware Court of Chancery issued an important opinion that speaks to the fundamental nature of corporate governance. Nearly everyone knows that corporate directors owe fiduciary duties to “the corporation and its
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Cleary Gottlieb Discusses Scotus Ruling on Who Decides If a Dispute Is Arbitrable
On May 23, 2024, the United States Supreme Court unanimously held in Coinbase, Inc. v. Suski that where there are two competing contracts – one requiring the arbitration of disputes (including the arbitrator deciding whether a dispute is arbitrable), and
Davis Polk Discusses Crypto Market Structure Bill in U.S. House
In an important step forward, the House voted to pass a bill to establish a comprehensive regulatory framework for digital assets and offering important protections for customers. It could be improved by expressly discarding Howey, Reves or similar inherently ambiguous tests when it
How Debt Investors Are Influencing Corporate Governance
Since the global financial crisis of 2007-2008, the corporate finance markets have been dramatically transformed. Most notable has been the rise of non-traditional providers of debt finance such as private credit funds, which now aggressively compete with traditional finance providers
Leveraging Information Forcing in Good Faith
The duty of good faith and oversight, which is a branch of the duty of loyalty, has been the subject of considerable litigation in recent years, with cases revealing significant information asymmetries between directors and management. These cases are subject
Ropes & Gray Discusses AI and the Copyright Liability Overhang
Copyright law, as it relates to Artificial Intelligence (“AI”), is at a crossroads. Rapid innovation in AI has created a great deal of uncertainty regarding whether popular AI platforms infringe copyright. More than a dozen1 suits are pending across the United
Sullivan & Cromwell Discusses SEC Rule Amendments to Regulation S-P
On May 16, 2024, the Securities and Exchange Commission (“SEC”) significantly expanded its consumer information protection framework by adopting rule amendments (the “Final Amendments”) to Regulation S-P, which governs the protection of consumer financial information held by broker-dealers, investment companies,
Director Independence Reconceived
Independent directors were originally conceived as guardians of shareholder interests who could safeguard a corporate board’s ability to check management’s power. They have since become a marquee feature of modern corporate governance. What, though, makes a director independent? Scholars, regulators,
SEC Corporation Finance Chief Addresses Disclosure of Cybersecurity Incidents
What’s Needed to Make the Justice Department’s New Whistleblower Program Work?
On March 7, 2024, in a speech before the American Bar Association, Deputy Attorney General Lisa Monaco announced a “90-day sprint” to establish a new Justice Department whistleblower program. In her speech, Monaco pointed to other highly successful whistleblower