The CLS Blue Sky Blog

Elite U.S.-based global law firms (Biglaw) concentrate their offices in the costliest districts of superstar cities, especially two neighborhoods in Manhattan. This pattern has persisted despite both the dispersal of Biglaw clients across less-dense, lower-cost U.S. locations and the development of telework capacity. This suggests a puzzle: Law is among the occupations with the highest theoretical propensity for remote work, yet prior to the pandemic, Biglaw required in-person work in the priciest places –…

The CLS Blue Sky Blog

How the Rise of Corporate Debt in Emerging Economies Affects Corporate Investment

By Tiago Loncan, Styliani Panetsidou & Angelos Synapis

September 30, 2022

In recent years the corporate debt landscape in emerging markets has changed substantially. Debt in emerging economies climbed to a record high of $55 trillion in 2018, illustrating the largest and fastest surge in the last five decades. In addition, according to the International Monetary Fund (IMF) 2015 report, the mean ratio of corporate debt to GDP grew by 26 percent. These recent developments are important and have raised broad concerns because emerging economies…

The CLS Blue Sky Blog

Arnold & Porter Discusses DOJ’s First False Claims Act Settlement With PPP Lender

By Publisher

September 28, 2022

On September 13, 2022, the United States Department of Justice (DOJ) announced a settlement with Prosperity Bank, a regional bank with branches in Texas and Oklahoma, for processing a Paycheck Protection Program (PPP) loan on behalf of an ineligible borrower. Although the settlement was for less than $20,000, it is nonetheless noteworthy because it is the first time DOJ has publicly settled with a PPP lender for alleged violations of the False Claims Act (FCA)…

The CLS Blue Sky Blog

Sullivan & Cromwell Discusses Delaware Decision on Caremark Liability for Cybersecurity Failure

By Nicole Friedlander, Tony Lewis, Bob Downes, Brian Frawley & John Hardiman

September 26, 2022

On September 6, 2022, in Construction Industry Laborers Pension Fund on behalf of SolarWinds Corporation, et al. v. Mike Bingle, et al. (“SolarWinds”),[1] the Delaware Chancery Court granted a motion to dismiss a derivative suit against directors of SolarWinds Corporation, a provider of information technology infrastructure management software, for allegedly breaching their fiduciary duty of loyalty by failing to oversee the company’s cybersecurity risk, which, plaintiffs claimed, resulted in a major cyber breach in…

The CLS Blue Sky Blog

Latham & Watkins Discusses SEC’s Strategic Plan

By Marlon Q. Paz, Stephen P. Wink, G. Donald Thomson & Deric Behar

September 26, 2022

On August 25, 2022, the Securities and Exchange Commission (SEC) published a draft Strategic Plan (the Plan) for fiscal years 2022–2026. The Plan focuses on three goals that, according to SEC Chairman Gary Gensler, advance the SEC’s mission to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. The Plan is open for public comment until September 29, 2022. The goals of the Plan are: Protecting Retail Investors Against Fraud, Manipulation, and…

The CLS Blue Sky Blog

Remedies for M&A Breach of Contract – The Cineplex Case

By Jonathan Chan & Martin Petrin

September 23, 2022

A remorseful acquirer wants to get out of a merger or acquisition agreement. It concocts a thin justification, which a court wisely rejects, finding unlawful breach. What is the appropriate remedy for harm done to the target? While attention has focused on the controversy surrounding Elon Musk’s proposed acquisition of Twitter, this question arose in the recent Canadian decision of Cineplex v. Cineworld.[1] The Cineplex court rejected specific performance and instead, in a case…

The CLS Blue Sky Blog

SEC Chair Gensler on Proposed Rules for U.S. Treasuries Clearing

By Gary Gensler

September 15, 2022

Today [September 14], the Commission will consider whether to propose standards for covered clearing agencies (also known as clearinghouses) regarding the clearance of certain trades involving U.S. Treasury securities. I am pleased to support these rules because, if adopted, they would help to make a vital part of our capital markets more efficient, competitive, and resilient. The $24 trillion Treasury market—the deepest, most liquid market in the world—is the base upon which so much of…

The CLS Blue Sky Blog

SEC Enforcement Chief Speaks on the Need to Police Crypto

By Gurbir Grewal

September 12, 2022

This morning,[1] I’d like to return to a theme I’ve touched on repeatedly in speeches throughout my first year on the job, and that is the urgent need to restore trust in our institutions, government, and the legal and regulatory processes. I’ve previously discussed the importance of corporate responsibility, the critical role of gatekeepers, the necessity for proactive compliance and cooperation, and the pervasive – yet unpersuasive – mantra of “regulation by enforcement,” in…

The CLS Blue Sky Blog

Climate Change, West Virginia v. EPA, and the SEC’s Distinctive Statutory Mandate

By Jill E. Fisch, George S. Georgiev, Donna M. Nagy & Cynthia A. Williams

September 6, 2022

In March 2022, the Securities and Exchange Commission (SEC) proposed a rule that would require publicly traded companies to provide investors with various climate-related disclosures (the Proposal).[1]The rule has generated extensive debate and the SEC has received more than 4,000 substantive comment letters and more than 10,000 form letters to date. Commenters have raised a variety of concerns about the Proposal, including the extent to which the SEC has the authority to mandate…

The CLS Blue Sky Blog

FTC Chair Lina Khan Speaks on Data Security Rulemaking

By Lina M. Khan

August 21, 2022

Today [August 11], the Federal Trade Commission initiated a proceeding to examine whether we should implement new rules addressing data practices that are unfair or deceptive. The Commission brought its first internet privacy case 24 years ago against GeoCities, one of the most popular websites at the time.1 In the near quarter-century since, digital technologies and online services have rapidly evolved, with transformations in business models, technical capabilities, and social practices. These changes have yielded…