Columbia Law School
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Gladstone Place Discusses Where AI Is Adding Value in Investor Relations
AI is having a clear impact on investor relations as corporate issuers tap AI for stress-testing messaging and benchmarking shareholder proposals, while taking a gradual approach before handing over IR to HAL.
This is according to a new survey by …
Guilt and Shame, from Homer to Corporate America
In the Iliad and the Odyssey, heroes are only what society says they are. What constrains the likes of Achilles and Odysseus, then, is not fear of the gods or some codified prohibitions, but models of honor and the gaze …
Weil Discusses How New SEC Staff Guidance May Ease Constraints on Shareholder Engagement for Schedule 13G Filers
On September 2, 2026, the staff of the SEC’s Division of Corporation Finance issued three new interpretations addressing when a shareholder reporting beneficial ownership on Schedule 13G may engage with an issuer or with participants in a proxy contest without …
Does Board Gender Diversity Temper Regulatory Enforcement?
In a new paper, we examine whether the gender composition of companies’ boards affects the Securities and Exchange Commission’s (SEC’s) decision to investigate those companies and, ultimately, to pursue regulatory enforcement.
We consider three related reasons why firms with more …
Wachtell Lipton Discusses Ten Shareholder Activism Trends for 2027
Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” …
When Are Insider Purchases Credible Signals of Private Information?
Empirical evidence shows that investors respond to corporate insiders’ open market purchases by increasing the company’s stock price, reflecting that insiders possess private information indicating that the firm is undervalued. Consistent with that evidence, in a new paper we find …
Sidley Discusses Delaware Chancery Ruling on Public Benefit Corp. Directors’ Price-Maximization Duty
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at all, the Revlon enhanced-scrutiny framework applies when the board of …
Why Contracts Can’t Solve the Tragedy of the Horizon
In 2015, Mark Carney, then Governor of the Bank of England and now Prime Minister of Canada, named a problem that financial markets had begun to confront but had difficulty articulating, “the tragedy of the horizon.” As we …
White & Case Discusses M&A Regulatory Closing Risk and Superior-Proposal Determination
In the fourth quarter of 2025, Novo Nordisk A/S (“Novo”) intervened as an interloper in the acquisition of Metsera, Inc. (“Metsera”), a clinical-stage developer of obesity and metabolic therapies that had entered into a merger agreement to be acquired by …
How to Advise Token Developers in Light of Proposed SEC Regulation Crypto Assets
For a decade, a development team that wanted to distribute tokens in the U.S. or to U.S. persons had two realistic options: attempt an SEC registration that, basically, no one could complete, or make a judgment call under the 1946 …
Davis Polk Discusses OCC and FDIC Changes to Rules for Supervision
The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC and, collectively, the Agencies) issued a joint final rule to define the term “unsafe or unsound practice” for purposes of section 8 of the …
What Anthropic’s Antitrust Waiver Says About the Law and Economics of AI
In September 2026, Dario Amodei proposed an unusual response to the race to develop frontier artificial intelligence. If competition pushes leading laboratories to move faster than safety allows, Washington should let them coordinate. The Anthropic chief executive wants outside evaluators …
SEC Chair on Plan to Rescind Shareholder Proposal Rule and Modernize Proxy Solicitation
Today [September 16], the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into …
How Generative AI Could Change the Mutual Fund Industry
The mutual fund industry has become increasingly concentrated. The five largest fund families managed about 35% of industry assets in 2005, compared with 57% in 2024. One explanation is economic efficiency: Successful managers attract more capital, and larger organizations benefit …
Skadden Discusses Delaware Chancery Decision Not to Apply Section 144 Safe Harbors
Key Points
- The Delaware Court of Chancery issued the first opinion analyzing the DGCL Section 144 safe harbors in the context of a challenged merger transaction involving a conflicted director/officer, holding the safe harbors were unavailable at the pleading stage
Why SPACs Need a Deadline
SPACs are public companies designed to die. Ordinary corporations, like Coca-Cola, enjoy perpetual existence under the law. Special-purpose acquisition companies, by contrast, are organized with a termination date from the outset—usually two years, and never more than three under stock …
Why Private M&A Deals Die, and What Lawyers Can Do About It
Recent years have seen growing academic interest in why mergers and acquisitions fall apart. Projects by Morgan Ricks and Da Lin and Robert Miller have explored, for example, why public company transactions fail to close after signing. In a new …
SEC Chair Speaks at the Investor Advisory Committee Meeting
Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service …
What India Can Teach Us About Corporate Governance
The prevailing law and economics account treats the evolution of corporate law as a series of neutral, efficiency-driven adjustments. Scholars who study the Global South describe something messier. Corporate law in any given country is the product of political and …