CLS Blue Sky Blog

There are four forms of corporate bad faith: intentional misconduct, knowing violation of law (Massey), violation of the duty of oversight (Caremark), and corporate waste. Each is a distinct theory of the case in a cause of action for “bad faith.” The four forms appear to be an archipelago of discrete rules fashioned for specific co...

On September 30, 2026, the U.S. Securities and Exchange Commission (the SEC) issued two proposing releases that could significantly expand retail access to private market strategies through regul...

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 corporate directors and stockholders,...

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.

In a 1996 no-action letter (the

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 disagree reasonably about whether the current vers...