Adriana Levandowski
Adriana Levandowski
Adriana is a second-year law student at the University of Denver Sturm College of Law, graduating in December. Before law school, Adriana received a Bachelor’s Degree focused in International/Global Studies with a concentration in Peace and Conflict Studies from the University of San Francisco. She obtained minor degrees in African Studies, Legal Studies, and Peace and Justice Studies. During her undergraduate degree, Adriana spent a semester in London working on a landmark LIBOR rigging case at Bark & Co. solicitors. Adriana then studied in Paris, gaining proficiency in French. In 2017, Adriana completed a U.K. law degree (equivalent to an L.L.B.) at BPP University London.
Adriana is an active member of both the law school's and Greater Denver's legal community. She spends her time volunteering with a number of projects and initiatives, including the Tribal Wills Project, Our Courts Program, and as a peer mentor and student ambassador. In addition to her work with The Race to the Bottom, Adriana is on the board of the Business Law Society, co-founder of Law Students Against Sexual and Domestic Violence, and is a member of the Colorado IP Inn of Court.
She is interested in business litigation and consumer protection work. Outside of law school, Adriana works at SoulCycle on the weekends and enjoys karaoke, trivia, and traveling.
The U.S. grocery industry witnessed a significant development with the proposed merger of two of its largest players: Kroger and Albertsons. Announced in October 2022, this merger aims to create a powerhouse capable of competing with giants like Walmart and Amazon. (Phil Lempert, Forbes). However, the Federal Trade Commission (“FTC”) pursued legal action to block Kroger's bid for Albertsons, citing concerns over potential harm to competition, which could lead to higher prices and lower wages. (Georgetown University). This article explores the FTC's challenge to the Kroger-Albertsons merger, detailing the FTC's competition concerns, Kroger’s perspective on the matter, strategic store divestitures, and the potential effects on the grocery industry and consumers.
Do the new SPAC regulations mean the end of SPAC IPOs? It sure seems that way. Earlier this year, the United States Securities and Exchange Commission (“SEC”) adopted new regulations to enhance disclosures and provide additional investor protections in initial public offerings (“IPO”) by Special Purpose Acquisition Companies (“SPAC”) and in subsequent business combination transactions between SPACs and target companies (“de-SPAC transactions”). (SEC; U.S. National Archives and Records Administration: Federal Register). The new SPAC regulations, which will go into effect on July 1, 2024, are designed to close many of the loopholes that allowed companies to “go public” through SPAC and de-SPAC transactions without the time, cost, and reporting requirements of traditional IPOs. (SEC; Brian Breheny et al., Skadden, Arps, Slate, Meagher & Flom LLP). This article provides a high-level overview of what led to the SPAC craze from 2019-2022, why the SEC adopted new SPAC regulations, and a prediction on the future of SPACs.
In 2023, the threat of cyberattacks continued to escalate. (Kim Nash, Wall Street Journal). Reports of cyberattacks, such as the cyberattack on Cisco IOS XE devices, dominated the news cycle. (Kyle Alspach, CRN). In response, the Securities and Exchange Commission (“SEC”) implemented new regulations which heightened disclosure requirements for corporate cybercrime risk management. (James Rundle, Wall Street Journal). As of December 15, 2023, the SEC is requiring companies to disclose management of cyber risk in their annual reports, also known as 10-Ks. Id. Additionally, companies must report significant cyberattacks to the SEC in a Form 8-K within four calendar days of discovering a “material” cyberattack. (James Rundle, Wall Street Journal). Federal case law has defined “material” as any potential harm that has a “substantial likelihood” that an investor thinks would have “significantly altered” the information made available. (Kate Azevedo, Bloomberg Law). Ultimately, the SEC’s new requirements for company disclosures on cybersecurity represent an outstanding strategy to enhance companies’ awareness and readiness against cybercrime.
In a financial world where every move seems to echo with the clink of coins and the rustle of bills, a seismic shift has rocked the securities market. On February 6, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted two new rules with a 3-2 vote along party lines. (SEC; Sidley). These rules aim to further define what it means to be a “dealer” and “government securities dealer” under the Securities Exchange Act of 1934. Id. The regulatory scheme requires implicated market participants to register with the SEC as “dealers” and conform to various regulatory requirements. Id. Despite the SEC’s good-faith attempt to curtail de facto market makers and promote fairness among market participants, the new rules have been met with harsh criticisms due to their various impracticalities. (Fluhr, et al., DLA Piper; SEC).
In 2023 alone, the U.S. Securities and Exchange Commission (“SEC”) has pursued investigations of insider trading involving over sixty parties. (SEC Division of Enforcement Summary). Despite the growth of insider trading prosecution, the rules for insider trading and conflicts of interest remain only loosely enforced for members of Congress (Alicia Parlapiano et al., New York Times). This is problematic because members of Congress are routinely exposed to nonpublic information that can impact stock prices. (Id.). In fact, their trading activities as a whole remain largely unchecked as the existing framework to enforce insider trading and conflicts of interest in Congress is ineffective. (DeChalus et. al., Business Insider) In response, several bills were introduced in the Senate and the House of Representatives. (Congress.gov). Seventeen different bills were introduced in 2023, and one has already been introduced in 2024. Id. The most comprehensive and notable bills were introduced by Senator Kristin Gillibrand and Representative Katie Porter. (S. 2463, H.R. 6842). These bills (the “Bills”) seek to enhance the “trading bans and disclosure requirements for Congress, senior executive branch officials, and their spouses and dependents.” (S. 2463) Like the numerous other bills introduced in the past few years, the Bills are in the early phases and face an uphill battle to adoption. (Congress.gov).
Executive branch administrative agencies in the U.S. are facing increasing scrutiny and opposition. The U.S. Supreme Court is currently grappling with constitutional challenges to administrative agencies powers and procedures through landmark cases Loper Bright Enterprises v. Raimondo, No. 22-451 (U.S. May 1, 2023) and SEC v. Jarkesy, No. 22-859 (U.S. Oct. 30, 2023). These cases reflect the ongoing debates regarding the scope and limits of administrative power in the U.S. This article delves into the cases of Loper Bright and Jarkesy and illustrates how challenges to the current power exercised by administrative agencies may impact the regulatory landscape for public companies, the Securities and Exchange Commission (“SEC”), and market integrity.
On January 10, 2024, the SEC approved the listing and trading of several spot bitcoin exchange-traded products (“ETP”), a type of ETF. (SEC). The SEC approved Grayscale’s spot bitcoin ETF application, along with ten others, including BlackRock and Fidelity applications. (Mark Maurer, The Wall Street Journal; Crystal Kim, Axios). The SEC’s approval came one day after an unauthorized individual posted a fraudulent message on the Commission’s social media account on X, formerly known as Twitter, falsely claiming that the agency had approved the products to be traded. (Hannah Lang, et al., Reuters). The SEC quickly removed the misleading post. Id. Regardless, the SEC’s decision was in response to the D.C. Court of Appeals decision. (SEC). The Appellate Court vacated its decision and remanded the matter to the SEC to decide whether to approve Grayscale’s spot bitcoin ETF application. Id. The Commission ultimately decided to approve the listing and trading of Grayscale’s spot bitcoin ETF, citing various reasons. Id.
The de minimis exemption, a trade rule nearly a century old, has significantly reshaped the retail landscape, granting foreign e-commerce giants like Shein and Temu a significant advantage over American retailers. (Jordyn Holman, The New York Times). The de minimis exemption is fueling rapid growth for these companies by allowing low-cost packages to enter the U.S. duty-free. (Yuka Hayashi et. al, The Wall Street Journal). However, the rule also raises pressing concerns regarding unfair competition, labor practices, sustainability, and the impact on U.S. tax revenues and product safety. This article explores the de minimis exemption, its role in the exponential growth of retailers such as Shein and Temu, the various concerns it presents for U.S. consumers and the U.S. government, and the potential impact of this exemption on the future of the retail industry.
As the spotlight on climate change intensifies, federal agencies, including the U.S. Securities and Exchange Commission (“SEC”) and the European Commission in the European Union (“EU”), are grappling with the environmental impacts generated by companies. The SEC, traditionally tasked with creating and enforcing policies around the investment of money, has added financial climate change consequences to its list of responsibilities. (SEC). Most recently, the SEC has doled out a new proposed climate disclosure rule, intended to create consistent reporting guidelines for publicly traded companies, curb corporate greenwashing, and protect investors. (Jessica Corso, Law360; Michael Copley, NPR; SEC). While many consider the SEC’s attempt to combat climate change admirable and well-intended, opponents to the proposed rule express concerns about its impact on farmers and small businesses. (Jim Tyson, CFO Dive).
The Department of Justice (“DOJ”) announced a new safe harbor policy for mergers and acquisitions, and companies are grappling with the potential benefits and pitfalls of utilizing the policy. The policy is a product of the DOJ’s focus on corporate criminal enforcement, as national security-related corporate crime has doubled from last year to this year. As highlighted by Deputy Attorney General Lisa Monaco, corporate crime intersects with “national security in everything from terrorist financing, sanctions evasion, and the circumvention of export control, to cyber-and crypto-crime.” (Lisa Monaco, U.S. Department of Justice). The DOJ has identified mergers and acquisitions as a source of access to corporate crime that threatens national security. Through this policy, the DOJ is hoping to create a “virtuous cycle” of acquiring companies identifying and reporting potential crimes committed by the target companies during the due diligence stage, thereby assisting the DOJ in identifying and prosecuting individuals. Id. This cooperation spares the target company from prosecution as long as the acquiring company pays back any ill-gotten funds. Id. In exchange for their whistleblowing efforts, acquiring companies are protected from prosecution, provided they follow additional requirements. This post will examine the concerns and risks acquiring companies utilizing the safe harbor policy face.
With the 2020 Presidential Election just around the corner, voting paraphernalia, media campaigns, and the like are hard to avoid. Now, Corporate America is jumping on the voting bandwagon. Some companies, like designer fashion brand Tory Burch, are donating proceeds from limited-edition “VOTE” branded merchandise to get-out-the-vote programs. (Kate Kelly and Sapna Maheshwari, New York Times). Restaurant chain Shake Shack is giving away free French fries to all customers that vote early.
It is impossible to ignore the protests and social justice initiatives surrounding the Black Lives Matter movement spanning the country, recently surpassing 100 consecutive days of protests. (Patience Womack & Tosca Ruotolo, The Daily Barometer). In light of national demands for racial justice, the California state legislature introduced Assembly Bill 979 (“Diversity Bill”) aimed at increasing corporate diversity. In short, the Diversity Bill requires corporations that have nine or more Board of Directors to include at least three minority members by the end of 2022. (Saijel Kishan, Bloomberg). Additionally, California’s Secretary of State will be required to publish annual board diversity reports evaluating corporate progress and compliance. Id. In 2018, California enacted a similar gender equity law, S.B. 826, 2017-18 Gen. Assemb., Reg. Sess. (Ca. 2018), requiring publicly held companies with a board of four or less to have at least one female director. (Women on Boards, California Secretary of State). Though the 2018 bill is widely criticized, its results are undeniable, increasing representation and corporate accountability. (See generally California Secretary of State, March 2020 Women on Boards Report).
As the COVID-19 pandemic reached the U.S. in early March, millions of American workers were furloughed or laid off, leaving many without a reliable income. (Kathryn Vasel, CNN Business). Unemployment in the U.S. rose to 17.8 million in June 2020, an almost 8% increase since February. (The Employment Situation, U.S. Dept. of Labor). Economists estimate unemployment could reach 32.1% in the second quarter of 2020, surpassing the Great Depression’s 24.9% peak. (Chris Morris, Fortune). Despite thousands of American workers struggling to pay their bills, Chief Executive Officers (“CEOs”) remain largely untouched. (Anders Melin, Bloomberg Law).
Following years of negotiations and various roadblocks, the Sprint and T-Mobile merger cleared its last big hurdle in federal court last month. (Laurel Wamsley, NPR) The “mega-merger” was announced in April 2018 but faced immediate backlash. The attorney generals of New York, California, the District of Columbia, and ten other states protested the potential merger as an anti-competitive practice. (Laurel Wamsley, NPR) The states argued the reduction of carriers in the telecom market creates less market competition, limits fair and free choice for consumers, and harms workers in this industry. (Id.)
In the booming era of blockchain, Facebook’s Libra Association markets itself as an “independent, not-for-profit, membership organization, headquartered in Geneva, Switzerland” aiming to increase access to the global financial system and services. (Libra.org). In a world where 1.7 billion adults don’t have adequate access to the global financial system, Libra’s cryptocurrency claims it has the answer. (Id.) Through distributed network governance, open internet access, and cryptography security, cryptocurrencies aim to increase accessibility to financial services. (Id.) Yet, the volatility and value fluctuation of existing cryptocurrencies has hindered their adoption by the mainstream market. (Id.)
Phone carrier giants Sprint and T-Mobile announced an unprecedented merger in the spring of 2018. The merger would create a $146 billion powerhouse company under the T-Mobile name. (Taylor Soper, GeekWire). As of now, T-Mobile and Sprint are the third and fourth-largest carriers in the U.S., just behind AT&T and Verizon. Id. However, the Department of Justice (DOJ) initially wasn’t sold and filed suit to block the merger. (U.S. D.O.J. Compl. 3. July 26, 2019). A deal of this size raises fair market and antitrust concerns for both the D.O.J. and Federal Communications Commission (F.C.C.) and is dependent on the regulators’ approval. (Taylor Soper, GeekWire).