Tag Archives: Mark F. Veblen

AI in the 2024 Proxy Season: Managing Investor and Regulatory Scrutiny

by William Savitt, Mark F. Veblen, Kevin S. Schwartz, Noah B. Yavitz, Carmen X. W. Lu, and Courtney D. Hauck

Photos of the authors

Top from left to right: William Savitt, Mark F. Veblen, and Kevin S. Schwartz.
Bottom left to right: Noah B. Yavitz, Carmen X. W. Lu, and Courtney D. Hauck. (Photos courtesy of Wachtell, Lipton, Rosen & Katz)

Corporate disclosures concerning artificial intelligence have increased dramatically in the past year, with Bloomberg reporting that nearly half of S&P 500 companies referenced AI in their most recent annual reports. And some investors are clamoring for even more, using shareholder proposals to press public companies for detailed disclosures concerning AI initiatives, policies, and practices — including, most recently, an Apple shareholder proposal that attracted significant support at a meeting last week. Regulators, meanwhile, have signaled increasing scrutiny of AI-related corporate disclosures, including in a February speech by SEC Chair Gensler cautioning against “AI washing” — the practice of overstating or misstating corporate AI activity. For the 2024 proxy season and beyond, public companies will need to balance the competing demands of regulators and investors, in order to craft effective, responsive strategies for engaging with their stockholders on AI topics. 

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FCC Ruling on AI-Facilitated Fraud Illustrates the Need for Forward-Looking Enterprise Risk Management

by William Savitt, Mark F. Veblen, Noah B. Yavitz, and Courtney D. Hauck

From left to right: William Savitt, Mark F. Veblen, Noah B. Yavitz, and Courtney D. Hauck (Photos courtesy of Wachtell, Lipton, Rosen & Katz)

In response to a recent boom in AI-powered robocall scams, the U.S. Federal Communications Commission announced yesterday a Declaratory Ruling confirming that the Telephone Consumer Protection Act, which regulates telemarketing and robocalls, also applies to calls using AI-generated voices. Other federal agencies and state legislatures have similarly moved to police the use and abuse of audio “deepfakes” — in which widely available tools can be used to generate realistic voice simulations from brief recordings. As technology continues to outpace regulation, boards must embrace a proactive approach to risk management, accounting for AI’s capacity to compromise long-standing practices in cybersecurity and internal controls.

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Biden Administration Issues Sweeping Executive Order Directing Federal Agencies to Examine and Address Risks of Artificial Intelligence

by William Savitt, Mark F. Veblen, Kevin S. Schwartz, Noah B. Yavitz, and Courtney D. Hauck

Photos of the authors

From left to right: William Savitt, Mark F. Veblen, Kevin S. Schwartz, Noah B. Yavitz, and Courtney D. Hauck (Photos courtesy of Wachtell, Lipton, Rosen & Katz)

On Monday, the Biden Administration issued a long-awaited executive order on artificial intelligence, directing agencies across the federal government to take steps to respond to the rapid expansion in AI technology. The order attempts to fill a gap in national leadership on AI issues, with Congress showing little progress on any comprehensive legislation. The order mandates regulatory action that could affect companies throughout the domestic economy, including: Continue reading →

Artificial Intelligence: The New Boardroom Challenge

by William Savitt, Mark F. Veblen, Noah B. Yavitz and Courtney D. Hauck

Photos of the authors

Left to right: William Savitt, Mark F. Veblen, Noah B. Yavitz and Courtney D. Hauck (Photos courtesy of Wachtell, Lipton, Rosen & Katz)

Executives of major U.S. technology companies and labor leaders gathered at the Capitol recently to discuss the regulation of artificial intelligence with ranking members of Congress. On the agenda? Nearly everything — the impact of AI on the future of industrial organization; on the future of work and labor relations; on the future of capitalism and the U.S. economy; and, according to some, on the future of human civilization itself. The gathering was notable, but no longer unusual, as every week brings news of significant developments in AI capabilities and the legal rules that will govern them.

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Financial Institutions M&A 2022: Navigating Challenges, Realizing Opportunities

by Edward D. Herlihy, David S. Neil, Richard K. Kim, Lawrence S. Makow, Jeannemarie O’Brien, Nicholas G. Demmo, David E. Shapiro, Joshua M. Holmes, Matthew M. Guest, Mark F. Veblen, Brandon C. Price, Jacob A. Kling, Raaj S. Narayan, Rosemary Spaziani, David M. Adlerstein, Amanda K. Allexon, Lori S. Sherman, Eric M. Feinstein, Steven R. Green, Meng Lu, Amanda K. Toy, Matthew T. Carpenter, Kwon-Yong Jin, and Emily J. Hantverk.

Bank M&A surged in 2021 with total deal value reaching approximately $78 billion, its highest level since 2006, including 13 deals announced with values above $1 billion. Deal activity was driven by consolidation among large regional banks, continuing a trend that was kickstarted by the BB&T/SunTrust merger in 2019 and picked up steam in late 2020 with significant acquisitions by PNC and Huntington. Ironically, the pandemic in some ways provided a stimulus for bank mergers by prolonging low interest rates and slowing loan growth while massive government relief programs bolstered credit quality and increased deposits. At the same time, stay-at-home measures spurred a customer migration from branches to mobile platforms and accelerated increased competition from financial technology companies, necessitating increased investment in technology, often facilitated by greater scale. These combinations illustrated the increasing importance of scale and accelerating digital and technological investment and the significant synergies and value creation that a well-planned and executed strategic merger can create for shareholders and other constituencies on both sides of a transaction.
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