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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 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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2017

Bankruptcies, Bailouts, and the Politics of Corporate Reorganization

By Dylan DelliSanti and Richard E. Wagner June 2, 2017 by renholding

Bankruptcy law has evolved over the centuries as an orderly way to deal with dying firms. However, during the recent recession, many policy experts, officials, and legislators advocated sidestepping the bankruptcy process and resorting to so-called bailouts.

Bailouts have been …

How to Regulate TechFins and Data-Based Finance

By Dirk Zetzsche, Ross Buckley, Douglas W. Arner and Janos Barberis June 1, 2017 by renholding

In a new research paper, we consider the impact of a group of new entrants into financial services and regulation. These new entrants include technology, e-commerce, social media, and telecommunications companies with often large pre-existing bases of non-financial services customers. …

Proskauer Rose Discusses How Labor Department’s New Fiduciary Rule Affects Investment Fund Managers and Advisers

By Ira Bogner, Seth Safra and Adam Scoll June 1, 2017 by Jeff Himelson

The U.S. Department of Labor’s (DOL) final rule significantly expanding when a person is considered to be a fiduciary under the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code (Code) as a result of providing …

Was Justice Scalia’s Judicial Philosophy Right for the Bankruptcy Code?

By Megan McDermott May 31, 2017 by renholding

Much has been written about U.S. Supreme Court Justice Antonin Scalia’s interpretive philosophy and his overall impact on the law.  But surprisingly little attention has been paid to his contributions to modern bankruptcy law.

In an article about Justice Scalia’s …

Fed Governor Brainard Discusses Why Opportunity and Inclusion Matter to U.S. Economy

By Lael Brainard May 31, 2017 by Jeff Himelson

I want to thank Neel Kashkari for launching the Opportunity and Inclusive Growth Institute and for inviting me to join the deliberations of this distinguished group today [May 22]. This new Institute is another great example of how individual Reserve …

Harmful, Harmless, and Beneficial Uncertainty in Law

By Scott Baker and Alex Raskolnikov May 30, 2017 by renholding

Law is full of vague standards, legally relevant facts are frequently unclear, sanctions and damages are often uncertain, and the likelihood of detection is rarely known precisely. In our forthcoming paper, we ask how these sources of uncertainty, common in …

Are Hedge Funds Worth As Much As They Say They Are?

By Pierre-Axel Gide May 30, 2017 by renholding

In 2001, hedge fund manager Cliff Asness co-wrote a famous paper, Do Hedge Funds Hedge?1 Sixteen years later, amid significant changes in the industry, it’s worth asking, Are hedge funds worth as much as they say they are? And …

Proxy Delivery Methods Show How Managers Rely on the Retail Shareholder Vote

By Choonsik Lee and Matthew E. Souther May 29, 2017 by renholding

Previous research on shareholder voting has placed most of the emphasis on the role of institutional shareholders. In our recent study, however, we provide evidence that managers strategically rely on the support offered by retail shareholders to ensure that their …

The Monitoring Role of the Media: Evidence from Earnings Management

By Yangyang Chen, C.S. Agnes Cheng, Shuo Li and Jingran Zhao May 26, 2017 by renholding

The news media are an important source of information for the U.S. capital markets, especially when drawing attention to questionable behavior of corporate executives. Coverage can, however, pressure companies into making dubious financial decisions like emphasizing short-term earnings over long-term …

The Supreme Court Meets Lehman Brothers

By Frank Partnoy May 25, 2017 by renholding

The U.S. Supreme Court will soon decide an unusual, yet important, case brought by investors in bonds issued by Lehman Brothers, the infamous investment bank that collapsed in September 2008. The case, CalPERS v. ANZ Securities, Inc., is not …

Paul Weiss Discusses Dismissal of Breach of Fiduciary Duty Claims

By Scott A. Barshay, Ariel J. Deckelbaum, Justin Hamill, Steve Lamb and Jeff Marell May 25, 2017 by Jeff Himelson

In In re Massey Energy Company Derivative and Class Action Litigation, the Delaware Court of Chancery recently dismissed shareholders’ derivative and putative direct claims alleging that Massey’s former directors and officers caused the company to willfully disregard safety regulations. …

SCOTUS Just Invented Unlikely Sentry Against Corporate Tax Inversions: Patent Trolls

By Eric Talley May 24, 2017 by renholding

Tax regulators and acquisition sponsors have long been embroiled in a cat and mouse game in the context of corporate inversions—cross-border transactions in which a U.S.-incorporated public corporation is “acquired” by a foreign entity, and the survivor’s locus of incorporation …

2 Comments  

Shearman & Sterling Discusses European Central Bank’s Leveraged Transactions Guidance

By Ronan Wicks, Esther Jansen, Korey Fevzi, Peter Hayes and Helen Walsh May 24, 2017 by renholding

After a period of public consultation, the European Central Bank (the “ECB”) published its final Guidance on Leveraged Transactions (the “Guidance”) on May 16, 2017[1]. Twenty-four organisations (comprising credit institutions and market associations) commented directly on the ECB’s …

Delaware’s Long Silence on Corporate Officers

By Lyman Johnson May 23, 2017 by renholding

Delaware has reigned as the preeminent corporate law jurisdiction in the United States for over a century, weathering the rivalry of eager state competitors (such as Maryland and Nevada) and the looming presence of – and occasional intervention by – …

Skadden Discusses Director Disinterestedness and Independence in Delaware

By Ronald N. Brown, III, Parker M. Justi and Keenan D. Lynch May 23, 2017 by Jeff Himelson

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts on behalf of the corporation, …

The Financial CHOICE Act of 2017: Will Collective Amnesia Triumph?

By John C. Coffee, Jr. May 22, 2017 by renholding

Notwithstanding decidedly hostile testimony last month from this humble columnist,[1] the U.S. House of Representatives will soon pass legislation (probably on a strict party-line basis) entitled, “The Financial CHOICE Act of 2017” (H.R. 10) (which acronym stands for “Creating …

1 Comment  

Paul Weiss Offers M&A at a Glance for April

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell May 22, 2017 by Jeff Himelson

Global M&A activity in April 2017 declined by most measures from its March 2017 level, while the U.S. showed more mixed results. Globally, total deal volume, as measured by dollar value, decreased by 16.6% to $253.91 billion, whereas in the …

How to Improve Corporate Compliance with the Law

By Vincent DiLorenzo May 19, 2017 by renholding

Corporations have been making news recently with repeated violations of the law. In some cases, such as financial services, the violations have occurred across large segments of an industry. Enforcement officials have imposed billions of dollars in sanctions against all …

The Case for Federal Preemption of State Blue Sky Laws

By Rutheford B. Campbell, Jr. May 18, 2017 by renholding

Society imposes legal requirements on businesses (issuers) when they offer or sell their securities to investors.  These rules governing capital formation are generated both at the federal and state levels.  State securities rules are generally referred to as “state blue …

Arnold & Porter Discusses Revised Financial CHOICE Act

By David F. Freeman, Jr., L. Charles Landgraf, Henry G. Morriello, Paul A. Howard and Anthony Raglani May 18, 2017 by Jeff Himelson

Republicans on the House Financial Services Committee, led by Chairman Jeb Hensarling (R-TX), approved their “Financial CHOICE Act” (FCA) legislation on a party-line 34-26 vote on May 4, clearing the way for consideration on the House floor in the coming …

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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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Bloomberg
App Bumble Nears $1bn Sale to Ithaca
October 12, 2026
Financial Times
France, Germany Near Car Policy Deal
October 12, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Nixes Advancement Defense
October 12, 2026
Deal Lawyers.com
SEC Section 21(a) Report Questions Climate Coalition Activity
October 12, 2026
Corporate & Securities Law Blog
Nasdaq Files Proposed Rule Change for Market Value Listing Requirement
October 12, 2026
Wall Street Journal
Trump Backs Dodgy Credit Card Bill
October 11, 2026
Reuters
Nuvacore Funding Implies $2.5bn Value
October 11, 2026
The Governance Beat
SEC Guides on Firm Voting Programs
October 11, 2026
Financial Times
DOJ Probes Networks’ Trump Coverage
October 11, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Rules Accountants Confined to Accounting Decisions
October 11, 2026
Freshfields' A Fresh Take
Sixth Circuit Says State Regulators Can Police Prediction Markets
October 8, 2026
The Governance Beat
ISS’ Benchmark Policy Survey Results
October 8, 2026
Financial Times
Starbucks Explored Chipotle Takeover
October 8, 2026
Deal Lawyers.com
Chancery Opines on Accounting Experts for M&A Price Adjustment
October 8, 2026
Corporate & Securities Law Blog
Third Circuit Revives Fact-Specific Materiality for Securities Fraud Claims
October 8, 2026
Wall Street Journal
Lawmakers Seek Accept-Election Vows
October 7, 2026
Bloomberg
AI Czar to Visit Silicon Valley AI Firms
October 7, 2026
Financial Times
Law Firm Kirkland & Ellis Stops Disclosing Financial Performance
October 7, 2026
D&O Diary
Datavault AI Hit with Market-Manipulation-Related Securities Suit
October 7, 2026
Deal Lawyers.com
Earnouts: Reminders of Ordinary Course Covenant Weren’t Interference
October 7, 2026
Wall Street Journal
Google, Constellation Energy Strike Sweeping Nuclear-Power Deal
October 6, 2026
Dealbook
New Anthropic Challenger Emerges
October 6, 2026
Freshfields' A Fresh Take
FTC Settles Price Discrimination Lawsuit Against Southern Glazer’s
October 6, 2026
D&O Diary
Settlement Values of M&A Suits Drop
October 6, 2026
Deal Lawyers.com
Earnout Denied, Buyer Wins Damages
October 6, 2026
Reuters
New Contracts Help Boeing Turn Page
October 5, 2026
Wall Street Journal
Firms’ AI Outlay Impossible to Budget
October 5, 2026
Bloomberg
Colleges Cut Tuition Bills by $20,000
October 5, 2026
Financial Times
Reflection AI Boosts U.S. Aim to Compete With Chinese “Open” Models
October 5, 2026
D&O Diary
Ryde Hit With New Market Manipulation-Related Securities Lawsuit
October 5, 2026
Dealbook
Investors Bet on Brain-Computer Link
October 4, 2026
Financial Times
Wall Street’s IPO Fervor Cools
October 4, 2026
Deal Lawyers.com
FTC Tweaks HSR Second-Request Rule
October 4, 2026
Corporate & Securities Law Blog
Sixth Circuit Narrows Swap Definition, Nixes Sports-Betting Law Preemption
October 4, 2026
Business Law Prof Blog
What PSLRA Safe Harbor Really Means
October 4, 2026
Bloomberg
GOP Mum on Midterm Affordability
October 1, 2026
Reuters
M&A Deal Rush Fades in 3d Quarter
October 1, 2026
The Governance Beat
Tesla, Goldman Tout Retail Shareholder Voting Instruction Plans
October 1, 2026
Financial Times
Wachtell Hires Ex-SDNY U.S. Attorney
October 1, 2026
D&O Diary
New Caremark Decision Provides Good News About Bad Faith
October 1, 2026
Wall Street Journal
Walgreens Nears Sale of Britain’s Boots
September 30, 2026
The Governance Beat
BlackRock Issues 2026 Voting Report
September 30, 2026
Sidley Enhanced Scrutiny
Court: FCA’s Qui Tam Constitutional
September 30, 2026
D&O Diary
IPOs Up, SPAC Litigation Persists
September 30, 2026
Deal Lawyers.com
Delaware Supreme Court Backs Indemnity for Post-Closing Misconduct
September 30, 2026
Bloomberg
American, Alaska Air to Share Revenue
September 29, 2026
Wall Street Journal
Trump Defends Light-Touch AI Plan
September 29, 2026
Financial Times
Starbucks Cuts Green Goals, Costs
September 29, 2026
D&O Diary
Alphabet Board Hit with Privacy-Related Follow-On Derivative Suit
September 29, 2026
Deal Lawyers.com
Chancery Interprets “Change of Control” in Purchase Agreement
September 29, 2026
Bloomberg
IRS Threatens Crackdown on Array of Wall Street Tax Dodges
September 28, 2026
Dealbook
Safety Issues Could Derail AI IPOs
September 28, 2026
Financial Times
Weil in Crisis After Lawyer Departures
September 28, 2026
D&O Diary
Proxy Season 2026 Returns to Basics
September 28, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Explains Lawyer Fee Award
September 28, 2026
Bloomberg
Trump, Anthropic CEO to Meet
September 27, 2026
Wall Street Journal
NY Sues Prediction Market Polymarket
September 27, 2026
Dealbook
Clients Eye Cut of Law Firm AI Savings
September 27, 2026
Freshfields' A Fresh Take
Bank Agencies Offer Revamped Third-Party Risk Management Guidance
September 27, 2026
Financial Times
Companies Favor Cheaper “Open” AI
September 27, 2026
Wall Street Journal
MGM Resorts Eyes Diller’s People Inc.
September 24, 2026
Dealbook
AI Safety Concerns Go Global
September 24, 2026
Financial Times
PE Investment May Alter Lawyer Pay
September 24, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Expands AI Focus from Individuals to Governance
September 24, 2026
Business Law Prof Blog
What AI Tells Us About Benefit Corps.
September 24, 2026
Bloomberg
Disney+ Price Jumps 13 Percent
September 23, 2026
Wall Street Journal
Meta’s New AI Agent Is Instant Hit
September 23, 2026
Securities Litigation & Enforcement
SEC, FDA Create Info-Sharing System
September 23, 2026
Financial Times
Private Equity Ending Up in Limbo
September 23, 2026
D&O Diary
AI-Related Securities Suits Surging
September 23, 2026
Wall Street Journal
Obamacare Enrollments Cut 760,000
September 22, 2026
Financial Times
Anthropic, OpenAI Offer Cheap Models
September 22, 2026
Cleary Securities Watch
SEC End to Pay-to-Play Rule May Not Pay Off for Investment Advisers
September 22, 2026
D&O Diary
Consumer Class Actions Claim Tariffs Wrongly Passed to Customers
September 22, 2026
Deal Lawyers.com
Delaware Chancery Addresses Earnout Provision’s “Procedural Checks”
September 22, 2026
Wall Street Journal
Polymarket’s Rush Enabled Fraud
September 21, 2026
Cooley M&A
Chancery Revives Verisk Deal
September 21, 2026
Financial Times
Settlement Clears Paramount-Warner
September 21, 2026
D&O Diary
Crypto Investors Suit Skirts Dismissal
September 21, 2026
Securities Regulation and Corporate Governance Monitor
SEC Plans to Nix Shareholder Proposal Rule, Change Proxy Solicitation
September 21, 2026
New York Times
Anthropic Goes Ahead With IPO Plans
September 20, 2026
Delaware Business Litigation Report
Chancery Nixes Caremark Action
September 20, 2026
Financial Times
How Big Tech Uses Guarantees to Keep AI Exposure Off Balance Sheet
September 20, 2026
Sidley Enhanced Scrutiny
When the Meeting Minutes and the AI Transcript Don’t Match
September 20, 2026
Corporate & Securities Law Blog
SEC Grants Review of Nasdaq Minimum Listed Securities Value Rule
September 20, 2026
Bloomberg
SEC to Interview Guggenheim Staff
September 17, 2026
Cleary M&A Watch
SEC Guides on Activist Fund Disclosure
September 17, 2026
Freshfields' A Fresh Take
California Enacts a Slew of AI Laws
September 17, 2026
Financial Times
Barclays Staff Slams Return-to-Work
September 17, 2026
Business Law Prof Blog
SEC 14a-8 Rescission Proposal Is Here
September 17, 2026
Cooley M&A
KKR to Pay $250mln for HSR Violation
September 16, 2026
Dealbook
Tech Hardware Is in Vogue Again
September 16, 2026
The Governance Beat
How Shareholder Proposals Fared Over Most Recent Proxy Season
September 16, 2026
Financial Times
Rifts Over Safety at Anthropic, OpenAI
September 16, 2026
Delaware Chancery Law Blog
Delaware Court Trims an Earnout Claim
September 16, 2026
Dealbook
AI Regulation Has Strange Bedfellows
September 15, 2026
D&O Diary
The CVS Case and the Emerging D&O Risks of AI-Driven Performance
September 15, 2026
Sidley Enhanced Scrutiny
Delaware Supreme Court Reverses on Justifiable Reliance in M&A Fraud Case
September 15, 2026
Delaware Business Litigation Report
Chancery Grants Spoliation Damages
September 15, 2026
The Guardian
Private Equity Facing Existential Crisis?
September 15, 2026
Wall Street Journal
Malls Are Real Estate’s Top Performer
September 14, 2026
Delaware Business Litigation Report
Chancery Rules in Mutual Deceit Case
September 14, 2026
The Governance Beat
12 Ways AI Affects Firm Disclosure
September 14, 2026
Financial Times
Warsh and Trump on Collision Course
September 14, 2026
D&O Diary
Eighth Circuit Nixes D&O Coverage of Execs’ Personal Loan Guarantees
September 14, 2026
Bloomberg
Anthropic’s AI Warning Is Too Weak
September 13, 2026
Dealbook
A Start-Up Pay Strategy Proves Costly
September 13, 2026
The Governance Beat
Glass Lewis Outlines New Framework
September 13, 2026
Financial Times
Musk, Altman Also Back AI Slowdown
September 13, 2026
D&O Diary
Turns Out FCA Qui Tam Constitutional
September 13, 2026
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  • Business Law Prof Blog
  • Corporate & Securities Law Blog
  • DealLawyers
  • Delaware Corporate and Commercial Litigation Blog
  • Gibson Dunn Securities Regulation and Corporate Governance Monitor
  • Harvard Law School Forum on Corporate Governance
  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
  • The D&O Diary
  • Truth on the Market
  • White Collar Crime Prof Blog
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