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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
Editor-At-Large Reynolds Holding

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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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December 2015

Wachtell Lipton discusses Staggered Boards, Long-Term Investments and Long-Term Firm Value

By Martin Lipton and Marshall P. Shaffer December 3, 2015 by ilyabeylin

Recent econometric studies (“empirical evidence”) definitively rebut the position taken by the Harvard Law School Shareholder Rights Project (SRP) that classified boards are associated with lower firm value and inferior outcomes for shareholders. After correcting serious statistical and econometrical flaws…

The Nonprime Mortgage Crisis: Willful Blindness and Positive Feedback Lending

By Bernard S. Black and Charles K. Whitehead December 3, 2015 by ilyabeylin

The Wall Street Journal recently reported that federal prosecutors are pursuing criminal cases against bank executives for allegedly selling flawed mortgage securities. The crux of the cases? That the bankers ignored warnings they were packaging too many shaky mortgages into …

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Gibson Dunn explains Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

By Michael D. Bopp, Stewart McDowell, Arthur S. Long and Doug Smith December 3, 2015 by AJ

At an October 30th open meeting, the Board of Governors of the Federal Reserve System (Federal Reserve) approved a proposed rule (Proposed Rule) that would impose Total Loss Absorbing Capacity (TLAC) and long-term debt (LTD) requirements for globally significant …

Corporate Social Responsibility and Environmental Sustainability

By David Millon December 2, 2015 by ilyabeylin

In a recently published book chapter,[1] I explore the prospects for corporate social responsibility (CSR) as a partial solution to the environmental sustainability challenge. Many large corporations affect the environment through their operational activities and their choices about product …

Milbank discusses “Spoofing” in Financial Markets

By George Canellos, Daniel Walfish, Tawfiq Rangwala and Jacob Jou December 2, 2015 by ilyabeylin

Section 4c(a)(5)(C) of the Commodities Exchange Act (CEA), 7 U.S.C. § 6c(a)(5)(C), newly added to the CEA by the Dodd-Frank reform legislation, prohibits spoofing as well as activity that is “of the character” of spoofing. The statute defines “spoofing” but …

Millstein Governance Forum on December 10, 2015 at CLS

By Ilya Beylin December 1, 2015 by ilyabeylin

On December 10th, Columbia Law School’s Millstein Center on Global Markets and Corporate Ownership will be hosting its 10th annual Millstein Governance Forum.

For the past decade, the Forum has served as one of the premiere …

Taxes and Ability to Pay in Municipal Bankruptcy

By John P. Hunt December 1, 2015 by ilyabeylin

After languishing relatively disused for nearly eighty years, municipal bankruptcy is part of the new normal. The eyes of the nation were riveted on Detroit, and smaller filings across the country have proliferated in recent years. As Warren Buffett has …

Latham & Watkins discusses Cybersecurity Due Diligence in M&A Transactions

By Jennifer Archie December 1, 2015 by AJ

To begin with a tautology, when you buy a company, you buy their data—and the attendant risks to that data. Cybersecurity risks are not limited to consumer-facing businesses, whose recent losses of cardholder or patient data grab news headlines. Indeed, …

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TheFilter

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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.

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Dealbook
House Approves Bill to End Tax-Free Real Estate Spinoffs
December 17, 2015
Reuters
Ding-Dong: Cerberus Comes Calling at Avon With $605 Million Investment
December 17, 2015
Bloomberg
Deregulate the Music Industry
December 17, 2015
Jim Hamilton's World
CFTC Proposes Cybersecurity Rules for Critical Infrastructure
December 17, 2015
WSJ Law Blog
Shkreli Arrest: Read the Complaints
December 17, 2015
Reuters
Accounting Industry and SEC Hobble America’s Audit Watchdog
December 16, 2015
Dealbook
BATS Exchange to Try Again at an IPO
December 16, 2015
Wall Street Journal
The EU Data-Privacy Agreement: What We Know and Don’t
December 16, 2015
Bloomberg
Third Avenue Allowed to Temporarily Halt Redemptions by SEC
December 16, 2015
Jim Hamilton's World
SEC Staff Highlights 2015 Enforcement Issues
December 16, 2015
WSJ Law Blog
Would Emerging Tax Bill Help a Code Overhaul Later?
December 15, 2015
Dealbook
Under Fire, Debt Restructuring Amendment Is Pulled
December 15, 2015
Bloomberg
Global Payments to Buy Heartland Payment for $4.3 Billion
December 15, 2015
Reuters
Qualcomm Decides Against Breakup, Says Current Structure Best
December 15, 2015
CFA Institute
DOL Fiduciary Rule: Political Grandstanding, Fearmongering Overshadow Investor Needs
December 15, 2015
Bloomberg
Regulators to Wall Street Banks: Rescue Yourselves Next Time
December 14, 2015
Dealbook
Assessing How Important a Statement Is for Securities Fraud
December 14, 2015
Reuters
Newell Rubbermaid to Buy Jarden to Create Consumer Durables Giant
December 14, 2015
CFA Institute
Forty Years of National Market System in the US — Things Have Never Been Better
December 14, 2015
Wall Street Journal
Silicon Valley Faces Showdown as Lawmakers Fume Over Encryption
December 14, 2015
Dealbook
Fannie and Freddie’s Government Rescue Has Come With Claws
December 13, 2015
Reuters
For Big Business Seeking CO2 Emissions Price, a Ray of Hope from Paris
December 13, 2015
Wall Street Journal
Merger-Mania Brings Out the Antitrust Police
December 13, 2015
Securities and Exchange Commission
SEC Proposes Rules for Resource Extraction Issuers Under Dodd-Frank Act
December 12, 2015
Securities and Exchange Commission
SEC Issues Proposal on Use of Derivatives by Registered Investment Companies and Business Development Companies
December 12, 2015
Reuters
Stock Buybacks Enrich the Bosses Even When Business Sags
December 10, 2015
Bloomberg
Judge Turns Up Heat on Accused Spoofer Oystacher
December 10, 2015
Dealbook
Bank of America Gets Fed’s Approval of Resubmitted Capital Plan
December 10, 2015
Business Law Prof Blog
Latest Divestment Campaign: Unloading Your 401(k) of Gun Manufacturer’s Stock
December 10, 2015
Jim Hamilton's World
Law Professors Urge Congress to Postpone ‘Hasty’ Changes to Trust Indenture Act
December 10, 2015
Dealbook
Study Finds Director Pay Rising Sharply
December 9, 2015
Bloomberg
Dow Chemical, DuPont Are in Late-Stage Merger Talks
December 9, 2015
Reuters
Yahoo Reverses Course on Plan to Spin Off Alibaba Stake
December 9, 2015
CFA Institute
Hacking Away at Cybercrime to Keep Investors, Funds Safe
December 9, 2015
Jim Hamilton's World
House Committee Slams FSOC’s Lack of Transparency
December 9, 2015
Dealbook
Spoofing Case Shows Fine Line Between Fair and Fraud
December 8, 2015
Bloomberg
Former Jefferies Trader Wins Reversal of Fraud Conviction
December 8, 2015
Reuters
Disney Doubles Stake in Vice to $400 Million
December 8, 2015
Wall Street Journal
Spending Bill Becomes Battleground For Retirement Advice Rule
December 8, 2015
Securities and Exchange Commission
Lawyers Offered EB-5 Investments as Unregistered Brokers
December 8, 2015
Dealbook
Wall Street’s Debt Restructuring Fight Heads to Washington
December 8, 2015
Bloomberg
Icahn Tops Bridgestone With $15.50-a-Share Bid for Pep Boys
December 8, 2015
Reuters
Valeant Considers Selling Contact Lens Maker Paragon
December 7, 2015
CFA Institute
Executive Pay Disclosure in the “Say on Pay” Era
December 7, 2015
Wall Street Journal
How the Low-Tax U.S. Stacks Up Against Other Countries
December 7, 2015
Dealbook
Puerto Rico’s Debt Relief to Get Supreme Court Hearing
December 6, 2015
Bloomberg
Coming to the U.S., a Buyout Shop With Henry Kravis Ambitions
December 6, 2015
Reuters
Yahoo Board in Final Talks on Future of Company
December 6, 2015
Jim Hamilton's World
Delaware Guidance Harpoons JPMorgan Investor’s London Whale Case
December 6, 2015
WSJ Law Blog
Prosecutors Say They Plan to Retry Former Dewey Leaders
December 6, 2015
Dealbook
Tax Deductions Blunt Impact of Large Corporate Settlements, Report Says
December 3, 2015
Bloomberg
SEC Accuses Three Chicago Traders of Spoofing, Options Scheme
December 3, 2015
Reuters
Former Massey CEO Found Guilty of Conspiracy in West Virginia Mine Blast
December 3, 2015
CFA Institute
What Does Revision of the Prospectus Directive Mean for Investors?
December 3, 2015
Securities and Exchange Commission
Grant Thornton Ignored Red Flags in Audits
December 3, 2015
Bloomberg
Outlawing Bailouts Won’t End Them
December 2, 2015
Dealbook
Yahoo’s Board Is Said to Weigh Selling Off Core Business
December 2, 2015
Reuters
Natixis Says Asian Banking Revenues to Jump 30 Percent On New Strategy
December 2, 2015
The Economist
One Way or Another, America’s Government Will End Up Bailing Out Puerto Rico
December 2, 2015
CFA Institute
IEX Exchange Application: Is Level Playing Field Possible with Speed Bump?
December 2, 2015
Dealbook
Protection Bureau’s Stormy Path to Reform the Auto Finance Industry
December 1, 2015
Bloomberg
BTG Pactual Cut to Junk by Moody’s Following Esteves’s Arrest
December 1, 2015
Reuters
Puerto Rico Avoids Second Default, but Future Payments Uncertain
December 1, 2015
WSJ Law Blog
Did the U.S. Make Asteroid Mining Legal?
December 1, 2015
Jim Hamilton's World
Former Goldman Employee Charged with Insider Trading
December 1, 2015

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