CLS Blue Sky Blog

In her book, Disclosureland, Atinuke Adediran offers a compelling account of how corporate racial disclosures operate not merely as statements of corporate virtue, but as instruments of governance. Through meticulous empirical analysis, she demonstrates, however, that racial progress in corporate America has rarely emerged from corporate ben...

On May 27, 2026, the U.S. Department of Justice (DOJ) and the Commodity Futures Trading Commission (CFTC) filed parallel criminal and

It’s no secret that most ordinary investors don’t read the securities disclosures that firms are legally required to produce, and research shows that most people cannot effectively absorb the volume and complexity of information in a prospectus or annual report. Critics have gone so far as to call mandated disclosure “the most common and least succes...

On May 19, 2026, the SEC proposed amendments in a “Registered Offering Reform” package that would make it significantly easier for public companies to raise capital through registered offerings of securities. The proposed rules would broaden Form S‑3 shelf eligibility to a much larger set of issuers by, most notably, eliminating the current one-year ...

For the past two decades, Delaware court decisions addressing non-majority control have aligned with one of two competing schools of thought. A functional school has examined the ability to exercise control over corporate conduct, considered multiple sources of influence, and recognized that relatively low levels of voting power could support control, particularly in combinat...