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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
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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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August 2017

Were Non-Independent Boards Really Captured Before Sarbanes-Oxley?

By Donald Bowen August 7, 2017 by renholding

A central question in the corporate governance literature concerns the impact of boards on performance. Some studies support the view that governance structures endogenously arise as optimal solutions to the contracting environment of the firm. Many studies support an opposing …

Gibson Dunn Updates Securities Litigation for First Half of 2017

By Monica Loseman, Paul Collins, Douglas Cox, Brian Lutz and Mark Perry August 4, 2017 by renholding

The first half of 2017 brought with it a nearly unprecedented rate of new filings (a pace few predicted), as well as several important developments in the securities laws.  Among other things, the U.S. Supreme Court decided to weigh in …

How Irrational Actors in the CEO Suite Affect Corporate Governance

By Renee Jones August 3, 2017 by renholding

Recent news of sexual harassment and other legal controversies at Uber and throughout Silicon Valley serves as a vivid reminder that irresponsible and unethical conduct continues across the corporate landscape. Revelations of serious transgressions by senior corporate leaders belies a …

The Case Against Passive Shareholder Voting

By Dorothy Shapiro Lund August 2, 2017 by renholding

In the past few years, investors have begun to embrace the reality that academics have been championing for decades—that a broad-based passive indexing strategy is superior to picking individual stocks or actively managed mutual funds. As a result, millions of …

Debevoise & Plimpton Discusses SEC View of Blockchain Tokens as Securities

By Lee A. Schneider, Steven J. Slutzky Samuel E. Proctor and Lilya Tessler August 2, 2017 by renholding

On July 25, 2017, the Securities and Exchange Commission (“SEC”) Division of Enforcement issued a report of investigation under Section 21(a) (the “Report”) concluding that blockchain tokens sold by The DAO (“DAO Tokens”) were securities as defined under relevant law. …

How Dual Class Shares in IPOs Can Create Value

By Bernard S. Sharfman August 1, 2017 by renholding

The shareholder empowerment movement (the “movement”), driven primarily by public pension funds and union-related funds with over $3 billion in assets, has renewed its effort to eliminate, restrict, or at least discourage companies from creating dual class share structures in …

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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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Reuters
Yahoo Must Face Data Breach Suit
August 31, 2017
Dealbook
Wells Fargo Finds 1.4 Million More Dodgy Accounts
August 31, 2017
Delaware Business Litigation Report
Delaware Chancery Applies Privilege Non-Waiver Rule
August 31, 2017
Huffington Post
SEC Nixes For-Profit College Settlement
August 31, 2017
Jim Hamilton's World
Institutional Investors Back PCAOB Proposals
August 31, 2017
PubCo @ Cooley
UK Barrels Toward Corporate Governance Reform
August 30, 2017
Olshan Securities Law Blog
How to Satisfy SEC on Director and Executive Bios
August 30, 2017
Jim Hamilton's World
Banks Sued Over Alleged Treasuries Manipulation
August 30, 2017
Delaware Business Litigation Report
Delaware Chancery Upholds Claim on Low-Ball Self Tender
August 30, 2017
Davis Polk Briefing
EEOC Delays Demand for Employer Data
August 30, 2017
Reuters
Buffet Becomes Top BofA Shareholder
August 29, 2017
Dealbook
Retailers That Can Resist Amazon Onslaught
August 29, 2017
PubCo @ Cooley
GAO Finds Gold Flowing from Suspect Sources
August 29, 2017
Jim Hamilton's World
Swaps Industry Gripes About Reporting Proposals
August 29, 2017
Corporate & Securities Law Blog
States Launch Tax Amnesty Plan for Online Retailers
August 29, 2017
PubCo @ Cooley
SEC Boosts Fees
August 28, 2017
Professor Bainbridge
Board Diversity More Likely Without Activists
August 28, 2017
Jim Hamilton's World
CFTC Director Touts Self-Reporting Benefits
August 28, 2017
Federal Securities Law Blog
How to Mimic Corporate Governance Structure in LLCs
August 28, 2017
Davis Polk Briefing
NYSE Delays Rule on Notice of Stock Dividends or Distributions
August 28, 2017
Jim Hamilton's World
Treasury Secretary Gets Pitch for Encouraging IPOs
August 27, 2017
Deal Lawyers.com
Delaware Chancery Raises Bar on Bad Faith Claims
August 27, 2017
Davis Polk Fin-Reg Reform
The Lowdown on Trump’s Venezuela Orders
August 27, 2017
Corporate & Securities Law Blog
More on SEC Ruling that Digital Tokens are Securities
August 27, 2017
Business Law Prof Blog
Activists and Women CEOs
August 27, 2017
Reuters
Low Inflation Dogs Central Bankers
August 24, 2017
Dealbook
Insider Trading Law Changes Help Prosecutors
August 24, 2017
Delaware Business Litigation Report
Delaware Court Explains Bootstrapping Rule for Contract and Fraud Claims
August 24, 2017
CFA Institute
Labor Department Extends Fiduciary Rule Deadline Again
August 24, 2017
Reuters
Second Circuit Upholds Martoma Insider Trading Conviction
August 23, 2017
Federal Securities Law Blog
SEC Hyperlink Rules About to Take Effect
August 23, 2017
Private Equity Blog
Tips for Tense Negotiations
August 23, 2017
Davis Polk Briefing
Does Your Audit Committee Disclosure Measure Up?
August 23, 2017
CFA Institute
Beware the Coming Revisions to Revenue Recognition Rules
August 23, 2017
Reuters
U.S. Regulators May Delay Smaller Bank Capital Rules
August 22, 2017
PubCo @ Cooley
SEC Mulling New Disclosure Regulations
August 22, 2017
Jim Hamilton's World
SEC OKs Omissions from Emerging Growth Company Financials
August 22, 2017
Deal Lawyers.com
Delaware Supremes Say MFW Cleanses Conflicts in Third Party Sale
August 22, 2017
Davis Polk Fin-Reg Reform
U.S. Banking Agencies Clarify Rules on Cleared Derivatives
August 22, 2017
Cleary M&A Watch
How to Handle Risky Chinese Acquirers
August 21, 2017
Jim Hamilton's World
Delaware Chancery Nixes Bad-Faith Claim in MeadWestvaco Deal
August 21, 2017
Securities Regulation and Corporate Governance Monitor
SEC Updates Guidance on Draft Registration Statements
August 21, 2017
Federal Securities Law Blog
How Courts Interpret Efforts Clauses
August 21, 2017
The 10b-5 Daily
Can Being “On Track” Constitute Securities Fraud?
August 21, 2017
D&O Diary
Newly Public Firms Fall Prey to Lawsuits
August 20, 2017
Professor Bainbridge
CEOs Not Liable for Playing Politics
August 20, 2017
Jim Hamilton's World
Bankrate Ex-Bosses Settle SEC Charges for $291,000
August 20, 2017
Business Law Prof Blog
Trump Revives Corporate Social Responsibility Arguments
August 20, 2017
Equilar
Declassified Boards More Likely to Be Diverse
August 20, 2017
Dealbook
Elliott Grasping at Straws in Texas Utility Battle
August 17, 2017
Bloomberg
CEO Flight From Trump More Than Good Business
August 17, 2017
Are Boards in Dark on Creating Long-Term Value?
August 17, 2017
SEC Actions
Accused Insider Trader Wins Claim That Tip Just a Rumor
August 17, 2017
Jim Hamilton's World
Chamber Urges Repeal of FSOC Power Over Non-Bank SIFIs
August 17, 2017
Reuters
Fed Worried About Weak Inflation
August 16, 2017
D&O Diary
Ninth Circuit Boosts Plaintiffs on Standing
August 16, 2017
Securities and Exchange Commission
SEC Reveals Sprawling Insider Trading Scheme
August 16, 2017
Securities Regulation and Corporate Governance Monitor
NYSE Rule on Dividend Announcements Takes Effect
August 16, 2017
Business Law Prof Blog
Trump’s CEO-Group Exits Test Corporate Governance
August 16, 2017
PubCo @ Cooley
SEC Approves NYSE Rule on Advance Notice of Dividends
August 15, 2017
Reuters
Ninth Circuit Revives False Online Data Case
August 15, 2017
Weil Private Equity Watch
Avoid Mindless Use of Brainless MAC Clauses
August 15, 2017
Davis Polk Briefing
SEC Discusses Regulation’s Effect on Capital Formation
August 15, 2017
Davis Polk Fin-Reg Reform
Spoofing Conviction Survives Vagueness Challenge
August 15, 2017
Business Law Prof Blog
Bad LLC Language Begets Worse LLC Doctrine
August 15, 2017
Reuters
Trump to Up Trade Pressure on China
August 13, 2017
D&O Diary
Rule 10b5-1 and the Defense of Securities Fraud
August 13, 2017
Bloomberg
DOJ Warns Supreme Court Away from Amex Antitrust Case
August 13, 2017
Business Law Prof Blog
Investor Indexes May Become Pro-Shareholder Cartels
August 13, 2017
D&O Diary
Here’s the Scoop on Groundbreaking Cyber-Insurance Decision
August 10, 2017
PubCo @ Cooley
Does Dodd-Frank Deserve Blame for IPO Decline?
August 10, 2017
Jim Hamilton's World
SEC Sees Better Cybersecurity Preparations
August 10, 2017
Reuters
Disney Settles Pink Slime Case for $177 Million
August 10, 2017
Davis Polk Fin-Reg Reform
Slew of Financial Regulators Up for Confirmation
August 10, 2017
Ransomware Attacks Are Call for Board Action
August 9, 2017
PubCo @ Cooley
Asset Managers Back Shareholder Proposals on Board Diversity
August 9, 2017
Private Equity Blog
Splitting CEO and Chairman Jobs Isn’t Best Practice
August 9, 2017
Jim Hamilton's World
Appeals Court Nixes SEC Approval of OCC Capital Plan
August 9, 2017
CFA Institute
Does the IPO Market Still Have a Pulse?
August 9, 2017
Federal Securities Law Blog
How to Keep Key Employees in an Acquisition
August 8, 2017
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Duty Claims of Start-Up Co-Founder
August 8, 2017
Davis Polk Briefing
ISS Governance Survey Focuses on Compensation
August 8, 2017
Business Law Prof Blog
Law Schools Mull Admissions Tests Other Than LSAT
August 8, 2017
Appraisal Rights Litigation Blog
Breaking Down the Delaware Supreme Courts’ DFC Appraisal Decision
August 8, 2017
Jim Hamilton's World
Second Circuit Affirms Dismissal in Icahn-Related Trades Case
August 6, 2017
Federal Securities Law Blog
Learning from Yahoo on Cyber-Attack Disclosure
August 6, 2017
Davis Polk Briefing
Big Stock Indexes Shun Multi-Class Shares
August 6, 2017
Business Law Prof Blog
The Inclusive Capitalism Shareholder Proposal
August 6, 2017
Bloomberg
Corporate Cyber Risk Disclosures Jump in 2017
August 6, 2017
Truth on the Market
On Antitrust, Democrats’ “Better Deal” Isn’t
August 3, 2017
Conference Board Issues “Harsh” Proxy Adviser Report
August 3, 2017
Professor Bainbridge
Fifty Years on, Equal Market Access Theory Flawed as Ever
August 3, 2017
Private Equity Blog
Smaller PE Firms Selling Stakes to Outsiders
August 3, 2017
Davis Polk Fin-Reg Reform
OCC Seeks Comment on Volcker Rule Reform
August 3, 2017
PubCo @ Cooley
Conflict Minerals Reports Alive and Kicking
August 2, 2017
Jim Hamilton's World
Blank Checks Drive IPO Market
August 2, 2017
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Clarifies Exception to Attorney-Client Privilege
August 2, 2017
CFA Institute
What FinTech Can Learn from High Frequency Trading
August 2, 2017
Appraisal Rights Litigation Blog
Delaware Supreme Court Decides DFC Appraisal Case
August 2, 2017
FINRA
FINRA Names New Head of Unified Enforcement System
August 1, 2017
Professor Bainbridge
Whose Interests Should Firms Maximize?
August 1, 2017
Jim Hamilton's World
U.S. House to Mull SEC Bad Actor Reform
August 1, 2017
Appraisal Rights Litigation Blog
How Clearwire-Sprint Appraisal Case Went Down
August 1, 2017
Akin Gump's Deal Diary
Securities Class-Action Filings Hit All-Time High
August 1, 2017

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