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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

The CLS Blue Lion logo Sky Blog

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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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July 2017

How Sarbanes-Oxley Affects Board Changes and CEO Turnover

By Mustafa A. Dah, Melissa B. Frye and Matthew Hurst July 10, 2017 by renholding

Following the corporate governance scandals of the early 2000s, the effectiveness of board monitoring came into question. In response, Congress passed the Sarbanes-Oxley Act of 2002 (SOX) in an attempt to increase monitoring and improve corporate governance. In conjunction with …

SEC’s Acting Chief Economist Discusses Role of Big Data, Machine Learning, and AI in Assessing Risk

By Scott W. Bauguess July 7, 2017 by renholding

This is the first time that I have addressed the emergence of AI in one of my talks. But I have spoken previously on the two core elements that are allowing the world to wonder about its future: big data …

Wachtell Lipton Discusses the Classified Board Duels

By Martin Lipton and Daniel Bulaevsky July 6, 2017 by renholding

Professor Lucian Bebchuk has engaged in two rounds of law-review-article duels with Professor Martijn Cremers and Professor Simone Sepe over classified boards. The weapons were statistics (and common sense). Cremers and Sepe wore the classified-board-stakeholder colors; Bebchuk, the agency-model-shareholder-democracy colors. …

Gibson Dunn Discusses Appraisal Actions in Delaware

By Brian Lutz, Eduardo Gallardo, Joshua Lipshutz, Colin Davis and Daniel Alterbaum July 5, 2017 by renholding

In re Appraisal of PetSmart, Inc.[i]

Under Delaware law, “the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger.”[ii] As the statute places …

Mutual Fund Advisors’ “Empty Voting” Raises New Governance Issues

By Bernard S. Sharfman July 3, 2017 by renholding

The creation of the mutual fund will go down as one of the greatest innovations in financial history. It has provided tens if not hundreds of millions of unsophisticated and uninformed stock market investors with easy access to low cost …

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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
Discovery and Scripps Seal $11.9 Billion Deal
July 31, 2017
Reuters
Trump Attacks Healthcare Insurers
July 31, 2017
Jim Hamilton's World
SEC Awards Two Whistleblowers $4.2 Million
July 31, 2017
Bloomberg
U.S. Appeals Court Backs Roomier Airline Seats
July 31, 2017
Business Law Prof Blog
SEC Chair Muses About Shareholder Proposal Reform
July 31, 2017
Professor Bainbridge
Corporate Governance Isn’t About Democracy
July 30, 2017
Securities Regulation and Corporate Governance Monitor
SEC Seeks Views on Rule for Revealing Critical Audit Issues
July 30, 2017
Corporate & Securities Law Blog
What SEC Ruling on Blockchain Tokens Means
July 30, 2017
Business Law Prof Blog
Delaware Chancery Mulls Substantive v. Procedural Law
July 30, 2017
Akin Gump's Deal Diary
The Surprising Benefits of D&O Insurance
July 30, 2017
Dealbook
Libor Brought Scandal, Cost Billions, May Vanish
July 27, 2017
Bloomberg
The Seven Laws of Insider Trading
July 27, 2017
PubCo @ Cooley
Big Investor Group Adopts Governance Principles
July 27, 2017
Jim Hamilton's World
Delaware Supremes May Give Derivative Suits New Life
July 27, 2017
Appraisal Rights Litigation Blog
New Delaware Law Allows Blockchain for Share Transactions
July 27, 2017
Reuters
Snap Denied FTSE Russell Listing Over Voting Rights
July 26, 2017
Jim Hamilton's World
Delaware Lures Corporations With Blockchain Law
July 26, 2017
Davis Polk Briefing
SEC Nixes Exclusion of Proxy Access Shareholder Proposal
July 26, 2017
Davis Polk Fin-Reg Reform
U.S. House OKs Sanctions Against Iran, Russia, North Korea
July 26, 2017
Corporate & Securities Law Blog
SEC Says Initial Coin Offerings May Create Securities
July 26, 2017
Delaware Business Litigation Report
Delaware Chancery Offers New Test for Precluding Derivative Suits
July 25, 2017
D&O Diary
Securities Suit Filings on Record Pace for 2017
July 25, 2017
Jim Hamilton's World
SEC Pulls Proposal for Consolidated Audit Trail Funding
July 25, 2017
Davis Polk Briefing
SEC Signals Less Rulemaking With Focus on Disclosure
July 25, 2017
Davis Polk Fin-Reg Reform
Fed Thaws Freeze on Volcker Rule Guidance
July 25, 2017
D&O Diary
UK Court Halts New Opt-Out Class Action Procedures
July 24, 2017
Professor Bainbridge
Can SEC Ignore Dodd-Frank Rulemaking Mandates?
July 24, 2017
Jim Hamilton's World
Court Buys Ignorance as Defense in Kohl Accounting Fraud Case
July 24, 2017
Reuters
Supremes Petition Says DOJ Memo Is Smoking Gun on SEC Judges
July 24, 2017
CFA Institute
Barclays Examines Machine Learning in Investment Management
July 24, 2017
Federal Securities Law Blog
How to Make Non-Competition Deals Stand Up
July 23, 2017
Davis Polk Fin-Reg Reform
Feds Admit Volcker Rule Rubs Foreign Banks Wrong Way
July 23, 2017
Business Law Prof Blog
Mandatory Shareholder Arbitration Wouldn’t Pass Muster
July 23, 2017
Appraisal Rights Litigation Blog
Delaware Chancery Appraisal Ruling Halves Deal Price
July 23, 2017
PwC Blog
How Boards Can Be Ready for a Crisis
July 23, 2017
Dealbook
Central Bankers Play Waiting Game on Inflation
July 20, 2017
Reuters
Stricter CFIUS Bodes Ill for China
July 20, 2017
PubCo @ Cooley
U.S. House Eyes SOX as Next Victim
July 20, 2017
Jim Hamilton's World
Trump Nominates Hester Peirce for SEC Commissioner
July 20, 2017
K&L Gates Delaware Docket
Delaware Chancery Gives Preferred Shareholders Vote but No Preference
July 20, 2017
Conference Board Unveils New Governance Research
July 19, 2017
Forbes
One Billion Reasons SEC Whistleblowing a Success
July 19, 2017
Jim Hamilton's World
U.S. House Panel Mulls Changes to Fixed Income Market
July 19, 2017
Cooley M&A
M&A Earnouts Can Be Securities
July 19, 2017
Davis Polk Briefing
Investor Activism Evolves from Niche to Acceptance
July 19, 2017
Cooley M&A
Delaware Chancery Nixes GAAP as Excuse for Deal Price Redo
July 18, 2017
Reuters
SEC’s Piwowar Urges Arbitration Clauses in IPOs
July 18, 2017
Jim Hamilton's World
SEC Mulls Shielding IEX-Listed Securities from State Rules
July 18, 2017
Deal Lawyers.com
M&A Antitrust Probes: Fewer but Longer
July 18, 2017
Business Law Prof Blog
Director Primacy Beats Benefit Corporation Trend
July 18, 2017
Reuters
U.S. Outlines NAFTA Objectives
July 17, 2017
D&O Diary
Turning Events Into Securities Suits
July 17, 2017
New York Post
More Preet Bharara Victories Melt Away
July 17, 2017
PubCo @ Cooley
Task Force Offers Guidance on Climate-Related Financial Disclosure
July 17, 2017
Jim Hamilton's World
Second Circuit Rules Stock-Distribution Plan Not ERISA Protected
July 17, 2017
Reuters
Lawmaker Calls for Amazon-Whole Foods Hearing
July 16, 2017
Financial Times
Wells Fargo to Cut Businesses After Scandal
July 16, 2017
Truth on the Market
When Should Government Provide Public Goods?
July 16, 2017
Corporate & Securities Law Blog
Delaware Chancery Says Firm’s Bad Conduct Doesn’t Show Demand Futility
July 16, 2017
Business Law Prof Blog
Second Circuit Eases Proof of Event-Stock Price Connection
July 16, 2017
Reuters
U.S. Prepares New Chinese Sanctions over North Korea
July 13, 2017
Delaware Business Litigation Report
Delaware Chancery Explains Stock Restriction Law
July 13, 2017
Weil Bankruptcy Blog
How to Protect Bankruptcy Sales from Appellate Review
July 13, 2017
Deal Lawyers.com
Board Has Big Role in Post Merger Integration
July 13, 2017
Davis Polk Fin-Reg Reform
Agencies Stress Managing Risks During Cyber Attacks
July 13, 2017
Truth on the Market
Congress Should Nix CFPB’s Anti-Arbitration Rule
July 12, 2017
D&O Diary
How to Handle Ransomware Attacks
July 12, 2017
Reuters
Second Circuit Petrobras Ruling Hurts Class-Action Defendants at SCOTUS
July 12, 2017
Davis Polk Briefing
Investor Group Asks SEC to Require Workforce Disclosure
July 12, 2017
CFA Institute
Are Artificial Intelligence and Robo-Advisers the Future of Finance?
July 12, 2017
PubCo @ Cooley
How to Add Hyperlinks to SEC Filing Exhibits
July 11, 2017
Jim Hamilton's World
Wyoming Becomes Last State to Regulate Investment Advisers
July 11, 2017
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Claim for Lack of Fiduciary Relationship
July 11, 2017
Davis Polk Fin-Reg Reform
CFTC Begins Review of Swap Reporting Rules
July 11, 2017
Corporate & Securities Law Blog
First and Second Circuits at Odds Over Pre-IPO Disclosure
July 11, 2017
PubCo @ Cooley
Will Pay-Ratio Disclosure Help Investors?
July 10, 2017
Jim Hamilton's World
Public Company Employment Not Enough for Whistleblower Protection
July 10, 2017
Davis Polk Briefing
NYSE Rule Would Allow Listing Without Concurrent IPO
July 10, 2017
Davis Polk Fin-Reg Reform
Financial Stability Board’s TLAC Principles Disappoint
July 10, 2017
CFA Institute
State-Owned Firms Worth Watching on Governance and the Environment
July 10, 2017
Reuters
Elliott Mulls Challenging Buffett’s Bid for Oncor
July 9, 2017
D&O Diary
Morrison Case Clouds Petrobras Securities Suits
July 9, 2017
Professor Bainbridge
Is Unified Theory of Fiduciary Relationships Possible?
July 9, 2017
Federal Securities Law Blog
Read the Documents: Obvious but Sometimes Ignored
July 9, 2017
CFA Institute
Executive Pay Recommendations Deserve Skepticism
July 9, 2017
Reuters
MetLife Seeks Delay in Too-Big-to-Fail Case
July 6, 2017
Professor Bainbridge
Second Circuit Fibbed in Seminal Insider Trading Case
July 6, 2017
Jim Hamilton's World
California Exempts Finders from Broker-Dealer Rules
July 6, 2017
Davis Polk Briefing
IAC/Interactive Drops Plan for No-Vote Shares
July 6, 2017
CFA Institute
Initial Coin Offerings Signal Move from Bitcoin
July 6, 2017
Akin Gump's Deal Diary
Labor Department’s Fiduciary Rule Sparks More Questions
July 5, 2017
D&O Diary
Securities Suit Filings in 2017 Near Record Numbers
July 5, 2017
California Corporate & Securities Law
Nevada Nixes Delaware Law
July 5, 2017
Federal Securities Law Blog
Data Breaches and Due Diligence
July 5, 2017
The Hill
Securities Laws Guard Against Uber-Sized Wrecks
July 5, 2017
Reuters
EU Court Delivers New Blow to Uber
July 4, 2017
Dealbook
Supreme Court Mulls Narrowing Obstruction Definition
July 4, 2017
PubCo @ Cooley
SEC OKs Secret IPO Filings for More Companies
July 4, 2017
Bloomberg
Supreme Court Is DC’s Last Leakproof Institution
July 4, 2017
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Shakes Up Voting Deals and Director Pay
July 4, 2017
Bloomberg
SEC Hires Congress Liaison
July 2, 2017
Securities Regulation and Corporate Governance Monitor
SEC Expands Confidential Look at IPO Registrations
July 2, 2017
Davis Polk Briefing
Financial Stability Board Offers Final Word on Climate Disclosure
July 2, 2017
Davis Polk Fin-Reg Reform
U.S. Treasury Pressures North Korea Through China
July 2, 2017
Business Law Prof Blog
Requiem for American Pipe
July 2, 2017

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