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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
  • Leveraging Information Forcing in Good Faith By Hillary Sale
  • The Dark Side of Safe Harbors Comment bubble 2 By Susan C. Morse
  • John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow? By John C. Coffee, Jr.
  • Compliance’s Next Challenge: Polarization By Miriam H. Baer
  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
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Columbia Law School's Blog on Corporations and the Capital Markets

Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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October 2014

Bingham discusses FINRA’s Proposed Rule to Implement CARDS

By Michael R. Weissmann, Russell M. Fecteau and Yevedzo R. Chitiga October 31, 2014 by miaotingwu

FINRA is seeking comments on a proposed rule to implement the Comprehensive Automated Risk Data System (“CARDS”).[1] FINRA published a CARDS concept proposal on December 23, 2013 (the “Concept Proposal”),[2] to which it received approximately 800 comment letters.[3] According to …

The New Corporate Web: Tailored Entity Partitions and Creditors’ Selective Enforcement

By Anthony J. Casey October 30, 2014 by tharts1

The following post comes to us from Anthony Casey, Assistant Professor of Law at the University of Chicago Law School. It is based on his recent article, “The New Corporate Web: Tailored Entity Partitions and Creditors’ Selective Enforcement,” which is …

Davis Polk discusses Implications of Anti-Inversion Guidance for Insurance Companies

By Neil Barr, Rachel Kleinberg and Michael Mollerus October 29, 2014 by miaotingwu

The Treasury Department and the IRS recently released Notice 2014-52 (the “Notice”), which describes regulations that the government intends to issue to target the tax benefits of corporate inversions. The provisions of the Notice are summarized in our previous client …

Linklaters discusses Important Chapter 11 Decision

By Paul Hessler, Aaron Javian and Robert Trust October 28, 2014 by miaotingwu

On August 26, 2014, the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) issued a notable decision in the chapter 11 cases of MPM Silicones, LLC and its affiliates (the “Debtors”) that could have far-reaching …

Completing the Journey: Women as Directors of Public Companies

By Chair Mary Jo White October 27, 2014 by miaotingwu

The following speech was delivered by Chair Mary Jo White of the U.S. Securities and Exchange Commission at the SAIS Global Conference on Women in the Boardroom. A copy of the speech is also available here.

I. Opening

Good …

Latham & Watkins discusses Trends in Master Limited Partnership M&A

By William N. Finnegan IV, Ryan J. Maierson and Timothy Fenn October 24, 2014 by tharts1

In the first half of 2014, master limited partnership (MLP) mergers and acquisitions (M&A) transactions represented approximately 25 percent of all US oil and gas industry M&A activity. MLP transactions in the midstream and upstream subsectors have dominated the MLP …

Cleary Gottlieb discusses Restitution for Internal Investigations

By Lewis Liman and Breon Peace October 23, 2014 by miaotingwu

Few crises are worse for a public corporation than to lose one of its top officers to a federal criminal investigation, particularly one resulting in a conviction.  Yet, the loss of such an officer to an investigation is not unheard-of, …

Dorsey discusses Survival of Non-Binding LOI Provisions

By John Marsalek October 22, 2014 by miaotingwu

On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v Lesh, No. 515m 2013…

Hurdles of Different Heights for Securities Fraud Litigants of Different Types

By Jonathan D. Glater October 21, 2014 by tharts1

The following post comes to us from Jonathan D. Glater, Assistant Professor of Law at the University of California Irvine School of Law. It is based on his recent paper, “Hurdles of Different Heights for Securities Fraud Litigants of Different …

Skadden discusses Enforcement Actions Against Regulated Financial Services Firms

By Eben P. Colby, Thomas A. DeCapo and Kenneth E. Burdon October 20, 2014 by miaotingwu

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the various collateral consequences that may arise from such …

Debevoise & Plimpton discusses SEC’s Proposed Rule on Security-Based Swap Quotes

By Byungkwon Lim, Emillie T. Hsu and Aaron J. Levy October 17, 2014 by tharts1

On September 8, 2014, the Securities and Exchange Commission (the “SEC”) published a proposed rule (the “Proposed Rule”) providing that certain communications involving quotes of security-based swaps will not be deemed to constitute offers of such security-based swaps or of …

De-Humanizing Antitrust: The Rise of the Machines and the Regulation of Competition

By Salil K. Mehra October 16, 2014 by tharts1

The following post comes to us from Salil K. Mehra, Professor of Law at the Temple University Beasley School of Law. It is based on his recent paper, “De-Humanizing Antitrust: The Rise of the Machines and the Regulation of Competition,” …

Pillsbury discusses JOBS Act Changes to Private Placements

By Robert B. Robbins October 15, 2014 by miaotingwu

Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the “1934 …

Fee-Shifting and the SEC: Does It Still Believe in Private Enforcement?

By John C. Coffee, Jr. October 14, 2014 by jamesdavidnelson

Corporate law normally moves at a glacial pace, but sometimes there are periods of rapid change, much of it invisible to the ordinary observer.  2014 may be witnessing such a period of rapid, low-visibility change.  Between May 29 and September …

Hobby Lobby and Closely Held Corporations

By Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin McCrary, Steven Davidoff Solomon and Eric Talley October 13, 2014 by jamesdavidnelson

The following post reproduces the text of a letter written by a group of corporate law professors at the University of California, Berkeley, School of Law in response to the U.S. Department of Health & Human Services’ request for comments …

Sullivan & Cromwell discusses Extraterritorial Application of CFTC’s Swap Rules

By David J. Gilberg, Kenneth M. Raisler, John M. Miller and Ryne V. Miller October 10, 2014 by miaotingwu

SUMMARY

On September 16, 2014, the United States District Court for the District of Columbia dismissed a broad-based challenge to the interpretive guidance and policy statement issued by the Commodity Futures Trading Commission (“CFTC”) in July 2013 relating to the …

Whatever Happened to Promoting Small Business Capital Formation?

By Commissioner Daniel M. Gallagher October 9, 2014 by miaotingwu

The following speech was delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission on September 17, 2014. A copy of the speech is also available here.

Thank you, David [Burton], for that introduction. I appreciate …

Willkie Farr & Gallagher discusses SEC Valuation Guidance

By Rose F. DiMartino, Benjamin J. Haskin and Margery K. Neale October 8, 2014 by tharts1

The Securities and Exchange Commission recently issued valuation guidance for all registered investment companies and business development companies embedded in the adopting release relating to money market reform.[1] Although the guidance, which relates primarily to the use of amortized cost …

The Risk Hypothesis of Shareholder Activism

By Virginia Harper Ho October 7, 2014 by tharts1

The following post comes to us from Virginia Harper Ho, Associate Professor of Law and Docking Faculty Scholar at the University of Kansas School of Law. It is based on her recent paper, “Shareholder Activism & the Risk Hypothesis,” which …

Bingham McCutchen discusses SEC Enforcement Initiative Against Corporate Insiders

By David I. Miller, Daniel N. Budofsky and Barry N. Hurwitz October 6, 2014 by miaotingwu

On September 10, 2014, the Securities and Exchange Commission (SEC) announced a series of enforcement actions against 28 officers, directors, and major shareholders—so-called “insiders”—for failure to file timely reports under Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

Filter Sources
Dealbook
R.E.I.T. Scandal Could Be Perfect Test for Sarbanes-Oxley
October 30, 2014
Bloomberg
Fed Bets on Job Gains, Unshaken by Global Market Turmoil
October 30, 2014
Reuters
Britain’s Fraud Office launches probe into Tesco accounting scandal
October 30, 2014
Dealbook
Profit Falls 26% at Barclays, Weighed Down by Legal Costs
October 30, 2014
Harvard Law School Forum
Documenting The Deal
October 30, 2014
Dealbook
Investor Activism, Already Robust, Expected to Rise in Next Year
October 29, 2014
Bloomberg
Holder Says Bankers May Yet Face Prosecution for 2008
October 29, 2014
Reuters
Fed ends bond buying, shows confidence in U.S. recovery
October 29, 2014
Dealbook
Certain Traders May Get Early Looks at S.E.C. Filings, Paper Finds
October 29, 2014
Harvard Law School Forum
Morrison at Four: A Survey of Its Impact on Securities Litigation
October 29, 2014
Dealbook
The Consequences of Saying No to a Hostile Takeover Bid
October 28, 2014
Bloomberg
New Tax Rules Won’t Stop Pfizer From Bidding U.S. Goodbye
October 28, 2014
Reuters
Fed revises risk management policy for clearing, settlement firms
October 28, 2014
Bloomberg
U.S. Banks See Worst Outflow of Money in ETF Since 2009
October 28, 2014
Harvard Law School Forum
What Happens in Nevada? Self-Selecting into Lax Law
October 28, 2014
Dealbook
Results of Stress Tests Don’t Guarantee Better Economic Health for Eurozone
October 27, 2014
Bloomberg
BofA Mortgage Settlement Stalls Over SEC Political Fight
October 27, 2014
Reuters
Valeant ready to raise Allergan bid to at least $200/share
October 27, 2014
Dealbook
The Debate Over Wall St. Enforcement
October 27, 2014
Harvard Law School Forum
ISS QuickScore 3.0
October 27, 2014
Reuters
ECB fails 25 banks in health check but problems largely solved
October 26, 2014
Bloomberg
SEC Tells Judge House Insider Probe Impeded by His Delay
October 26, 2014
Dealbook
Botox Maker Allergan Pleaded for Goldman’s Help in Valeant Fight
October 26, 2014
Reuters
Fannie Mae settles shareholder lawsuit for $170 million
October 26, 2014
Jim Hamilton's World
SIFMA May Challenge Exchange Fees
October 26, 2014
Dealbook
K.K.R. Profit Falls on Slower Growth in Private Equity
October 23, 2014
Bloomberg
Fed’s Loan Scrutiny Leaves Banks Passing on Buyout Deals
October 23, 2014
Reuters
U.S. stock options markets agree to need for trading halts on big moves
October 23, 2014
Dealbook
S.E.C. Rejects 2 Efforts to Create Actively Managed E.T.F.s
October 23, 2014
D&O Diary
Many Companies’ Most Significant Regulatory Risks Are Not in Their Home Country
October 23, 2014
Reuters
Divided SEC adopts mortgage rule, decries lax lending
October 22, 2014
Bloomberg
Fed Can Back Up Tough Talk on Bank Behavior
October 22, 2014
Dealbook
How Quantitative Easing Contributed to the Nation’s Inequality Problem
October 22, 2014
Reuters
ECB cools speculation over bank health checks ahead of results
October 22, 2014
D&O Diary
Barclays Libor-Scandal Securities Suit Survives Renewed Dismissal Motion
October 22, 2014
Dealbook
Third Point, Loeb’s Hedge Fund, Urges Amgen to Consider a Breakup
October 21, 2014
Bloomberg
IBM Plummets as CEO Abandons 2015 Earnings Forecast
October 21, 2014
Reuters
Fed spotted JPMorgan ‘Whale’ risks years before scandal
October 21, 2014
Dealbook
Private Equity Titans Open Cloistered World to Smaller Investors
October 21, 2014
Harvard Law School Forum
The Institutional Framework for Cost Benefit Analysis in Financial Regulation
October 21, 2014
Reuters
Top Allergan holder Paulson urges deal with Shire
October 20, 2014
Dealbook
Why High-Frequency Trading Is So Hard to Regulate
October 20, 2014
Bloomberg
Fed’s Tarullo Warns Banks to Curb Culture of Bad Behavior
October 20, 2014
Dealbook
New Paper Finds Fuzzy Definitions for Board Diversity
October 20, 2014
Harvard Law School Forum
Corporate Governance and the Creation of the SEC
October 20, 2014
Dealbook
Seeking a Cause After a Benchmark Bond’s Unnerving Move
October 19, 2014
Reuters
Goldman curbs bankers’ compensation even as revenue surges
October 19, 2014
Bloomberg
Investors Shaken as S&P 500 Reversals Ignite Volatility
October 19, 2014
Dealbook
Paul Singer’s Hedge Fund Threatens Fight Over Family Dollar Board
October 19, 2014
Jim Hamilton's World
PCAOB Panel Discusses Valuations of Financial Assets
October 19, 2014
Reuters
Ackman: Lawyers have documents purported to show Allergan misled on Valeant
October 16, 2014
Dealbook
Shivers in the Markets Portend a Freeze in Deal Circles
October 16, 2014
Harvard Law School Forum
Directors Should Communicate with Shareholders
October 16, 2014
Bloomberg
Detroit Creditors Seeking Cash Will Settle for ‘The Joe’
October 16, 2014
Harvard Law School Forum
New Evidence on Compensation Consultants and CEO Pay
October 16, 2014
Dealbook
U.S. Tax Crackdown Is Said to Sink AbbVie Deal
October 16, 2014
Bloomberg
AIG Bailout Trial Turns to Whether U.S. or CEO in Charge
October 16, 2014
Dealbook
Companies Seeing the Advantages in Spinoffs
October 16, 2014
Reuters
AbbVie recommends shareholders reject Shire deal
October 16, 2014
Bloomberg
GM Sued for $10 Billion Over Losses on 27 Million Cars
October 16, 2014
Dealbook
As Activist Investors Gain Strength, Boards Surrender to Demands
October 14, 2014
Bloomberg
Too-Big-to-Fail Banks Face Up to $870 Billion Capital Gap
October 14, 2014
Reuters
Irish tax changes may cost U.S. groups billions
October 14, 2014
Dealbook
Change in Derivatives Contracts Goes Only So Far
October 14, 2014
Harvard Law School Forum
Towards a “Rule of Law” Approach to Restructuring Sovereign Debt
October 14, 2014
Bloomberg
Tirole Wins Nobel Prize in Economics for Work on Regulation
October 13, 2014
Dealbook
Bankers Get a Painful Reminder About Conflicts of Interest
October 13, 2014
Reuters
Fiat Chrysler’s Wall Street debut draws muted response
October 13, 2014
Bloomberg
Ackman Targets Stake in U.S. Firm as Pershing IPO Drops
October 13, 2014
Jim Hamilton's World
CFTC Chair Vows to Work with New E.U. Financial Services Commissioner on Cross-Border Swaps Regulation
October 13, 2014
Dealbook
Bernanke Testifies That He Was Reluctant to Lend Money to A.I.G.
October 12, 2014
Bloomberg
Banks Back Swap Contracts That Could Help Unwind Too-Big-to-Fail
October 12, 2014
Reuters
U.S. regulators press banks for more on auto loan exposure to assess risks
October 12, 2014
Dealbook
Activist Hedge Fund Starboard Succeeds in Replacing Darden Board
October 12, 2014
Jim Hamilton's World
Four Senators Urge SEC to Quickly Finalize General Solicitation Investor Protection Rules
October 12, 2014
Reuters
Former Fed Chair Bernanke takes stand in AIG bailout trial
October 9, 2014
Bloomberg
JPMorgan’s Data Breach Reveals Growth Market for Insurers
October 9, 2014
Dealbook
Expected Change in Derivatives Aims to Curb Damage From Bank Failure
October 9, 2014
Reuters
Fed officials keep eyes on mid-2015 rate rise
October 9, 2014
Harvard Law School Forum
The Duty to Maximize Value of an Insolvent Enterprise
October 9, 2014
Reuters
Geithner: AIG losses were exceptional compared with other firms
October 8, 2014
Dealbook
Tough Talk on Dodd-Frank Rules Misses Relevant Points
October 8, 2014
Bloomberg
Calpers Boosts Property Investments as Hedge Funds Shrink
October 8, 2014
Dealbook
White House Monitored JPMorgan Breach With Alarm
October 8, 2014
D&O Diary
More Shareholder Litigation Involving Corporate Inversion Transactions
October 8, 2014
Bloomberg
AIG Failure Might Have Caused ‘Mass Panic’, Geithner Says
October 7, 2014
Dealbook
Legal Costs Weighed on Wall Street’s First-Half Profits
October 7, 2014
Reuters
Barclays says New York ‘dark pool’ suit oversteps legal bounds
October 7, 2014
Dealbook
Big Banks Face Another Round of U.S. Charges
October 7, 2014
Harvard Law School Forum
Public Pressure and Corporate Tax Behavior
October 7, 2014
Reuters
Ex-Treasury Secretary Paulson says AIG bailout was punitive
October 6, 2014
Bloomberg
Expand Automated Trading Safeguards to Include Brokerages, SEC Members Say
October 6, 2014
Dealbook
‘Spoofing,’ a New Crime With a Catchy Name
October 6, 2014
Bloomberg
American Banks Stockpile Treasuries as Deposits Top Loans
October 6, 2014
D&O Diary
Fifth Circuit Reverses District Court, Holds Multiple Disclosures Establish Loss Causation Even if No Single Disclosure Alone Sufficient
October 6, 2014
Bloomberg
S&P Probed by New York Attorney General Over Mortgage Bonds
October 5, 2014
Dealbook
MetLife Formally Challenges ‘Systemically Important’ Designation
October 5, 2014
Reuters
Silicon Valley giant Hewlett-Packard to split in two
October 5, 2014
Bloomberg
Yahoo Close to Investing in Snapchat at $10 Billion Value
October 5, 2014
Jim Hamilton's World
Piwowar Says More Analysis Needed on Uniform Fiduciary Standard for Investment Advisers and Broker-Dealers
October 5, 2014
Dealbook
Fannie-Freddie Case Shows Messy Nature of Deal-Making in a Panic
October 2, 2014
Bloomberg
High-Speed Trader Accused of Commodity Market ‘Spoofing’
October 2, 2014
Reuters
Bank of America names CEO Moynihan chairman of board
October 2, 2014
Dealbook
Dollar General Extends Its Offer for Family Dollar
October 2, 2014
Harvard Law School Forum
What Has Happened To Stock Options?
October 2, 2014
Dealbook
$23 Billion Is Pulled From Pimco’s Flagship Fund
October 1, 2014
Bloomberg
Hedge Funds Hit With Right Hook on Fannie-Freddie Ruling
October 1, 2014
Reuters
Ackman’s Pershing Square raises $3 billion in fund listing
October 1, 2014
Dealbook
Proxy Advisory Firm Seeks Shareholder Vote at Allergan, Maker of Botox
October 1, 2014
Jim Hamilton's World
Four Senators Urge SEC to Quickly Finalize General Solicitation Investor Protection Rules
October 1, 2014

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