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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
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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2017

Paul Weiss Offers M&A at a Glance for January

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum and Jeffrey D. Marell February 20, 2017 by Jeff Himelson

M&A activity in January 2017 showed mixed results, with the global M&A market generally down and the U.S. M&A market generally up.  Total deal volume as measured by dollar value decreased globally by 26.9% to $280.97 billion, but increased in …

PwC Explores Whether Trump Will Stay the Course on Sanctions

By Dan Ryan, Sean Joyce, Jeff Lavine, Joseph Nocera, Didier Lavion and Armen Meyer February 17, 2017 by renholding

President Trump made many statements during the campaign regarding actions he plans to take to reverse Obama administration sanctions policies.[1] These included revisiting the agreement to ease sanctions on Iran, rolling back the sanctions program against Russia, and reversing …

Skadden Discusses Swaps Regulations

By Mark D. Young, Maureen A. Donley and Rachel Kaplan Reicher February 17, 2017 by Jeff Himelson

Swaps transactions, virtually unregulated before the 2008 financial crisis, are regulated in the U.S. under Title VII of the Dodd-Frank Act. Title VII empowers the Commodity Futures Trading Commission (CFTC), for most swaps, and the Securities and Exchange Commission, for …

Operating Risk and the Rights of Lenders to Control It

By Stephen Karolyi and John Sedunov February 16, 2017 by renholding

Operating risk is a major concern for firm management and stakeholders. Stark examples of losses due to corporate operations include BP’s $17.2 billion loss in June 2010 following the Deepwater Horizon incident (Wong and Yousuf, 2010) and Freeport-McMoRan’s $13.9 billion …

Arnold & Porter Kaye Scholer Discusses FTC Merger Remedy Study

By Michael Bernstein, Peter Levitas and Matthew Tabas February 16, 2017 by renholding

On February 3, 2017, the U.S. Federal Trade Commission (FTC or Commission) released the findings of its “Merger Remedy Study” (the FTC Study) which examined the effectiveness of Commission-required remedies in transactions from 2006 to 2012.[1] The FTC Study—its …

The Role of State Blue Sky Laws After the JOBS Act and the National Securities Markets Improvement Act

By Rutheford B. Campbell, Jr. February 15, 2017 by renholding

State securities laws—generally referred to as “blue sky laws”— contain both registration provisions and antifraud provisions.  Registration provisions require that a company offering its securities to investors in a particular state register its securities with the state or meet the …

Gibson Dunn Discusses Antitrust in China

By Sebastien Evrard February 15, 2017 by Jeff Himelson

China’s antitrust regulators have continued to increase their enforcement of the Anti-Monopoly Law (“AML”) in 2016.  Given the high level of scrutiny in this area and the current legal environment in China, compliance with the AML should be a priority …

Legal Insider Trading Profits Often Amount to Peanuts

By Peter Cziraki and Jasmin Gider February 14, 2017 by renholding

How much do corporate insiders make on their trades? It has long been shown that insiders realize significant positive abnormal returns on their transactions, in percentage terms. Surprisingly, however, there has been little research examining insiders’ dollar profits, even …

Sullivan & Cromwell Discusses Banking Organization Capital Plans and Stress Tests

By Kathryn E. Collard, Sarah C. Flowers and Benjamin H. Weiner February 14, 2017 by Jeff Himelson

On January 30, 2017, the Federal Reserve published a final rule,[1] initially proposed on September 26, 2016,[2] that will modify the CCAR capital plan and stress testing rules applicable to bank holding companies (“BHCs”) with $50 …

Counterarguments to SEC Statistical Analysis in Enforcement Actions and Inquiries

By Tiago Duarte-Silva and Nicolas Morgan February 13, 2017 by renholding

In recent years, the Securities and Exchange Commission has focused on using quantitative analysis to identify statistical outliers and anomalies through programs like the Aberrational Performance Inquiry, which evaluates hedge fund returns,[1] and the Accounting Quality Model (informally known …

Skadden Discusses a House Bill that May Shake Up CFTC Rulemaking

By Mark D. Young, Maureen A. Donley, Rachel Kaplan Reicher, Prashina J. Gagoomal, Daniel B. O'Connell and Shekida A. Smith February 13, 2017 by Jeff Himelson

Less than two weeks into the new congressional session, the U.S. House of Representatives passed by a vote of 239 to 182 the Commodity End-User Relief Act1 (the Bill or House Bill), marking the first step by the new …

Drinker Biddle Reports on Crowdfunding and FINRA’s First Enforcement Action

By Marc A. Leaf, Robert T. Esposito and Amanda P. Garger February 10, 2017 by renholding

In the fall of 2016, UFP, LLC, d/b/a uFundingPortal (UFP), became the subject of FINRA’s first enforcement action against a registered funding portal. During the course of the investigation, UFP shut down its website and withdrew its registration as a …

The Legacy of the Sarbanes-Oxley Act, 15 Years On

By Paul Lanois February 9, 2017 by renholding

“What does Sarbanes-Oxley mean? That’s when two members of U.S. Congress fiddle and half a million accountants in Europe start dancing.”[1]

President Donald Trump pledged during his electoral campaign to repeal some of the reforms that came about …

Cleary Gottlieb Reviews CFTC’s New Cooperation Guidelines for Enforcement Actions

By Breon Peace, Jennifer Kennedy Park, Robin M. Bergen and Nowell D. Bamberger February 9, 2017 by renholding

On January 19, 2017, the U.S. Commodity Futures Trading Commission (the “CFTC”) Division of Enforcement (the “Division”) issued two Enforcement Advisories setting forth the factors that the Division may consider in assessing cooperation by companies and …

Tax Gross-Ups May Gross Out Investors

By Jeffrey L. Hoopes, Xiaoli (Shaolee) Tian and Ryan J. Wilson February 8, 2017 by renholding

Much of the public has long believed that executives are overcompensated, a sentiment that has occasionally crept into legislation.  In one case, Congress voted to impose punitive excise taxes on managers who received excessive golden parachute payments. Unlike most taxes …

Paul Weiss Discusses FCPA Enforcement and Anti-Corruption Developments

By Farrah Berse, Peter Jaffe, Justin Lerer, Mark Mendelsohn and Alex Oh February 8, 2017 by Jeff Himelson

2016 was, by any measure, an extraordinary year for the enforcement of the Foreign Corrupt Practices Act.  The Department of Justice and the Securities and Exchange Commission assessed a record-shattering total of nearly $2.5 billion in penalties.  But despite those …

DFC Global Appraisal Battle Draws Opposing Briefs From Professors

By Reynolds Holding February 7, 2017 by renholding

An M&A appraisal case before the Delaware Supreme Court has drawn amicus briefs from two groups of esteemed professors — including three from Columbia Law School — with opposing views on how a company should be valued.

The case involves …

Sullivan & Cromwell Discusses Corporate Inversion Transactions

By Ronald E. Creamer, Jr., Davis J. Wang, Jameson S. Lloyd and Andrew B. Motten February 7, 2017 by renholding

On January 13, 2017, the Internal Revenue Service (the “IRS”) and the Treasury Department (the “Treasury”) published new final and temporary regulations (the “New Regulations”) and issued a notice of proposed rulemaking by cross-reference to the temporary regulations that address …

Financial Deregulation: Repeal or Adjust?

By Claude Lopez and Elham Saeidinezhad February 6, 2017 by renholding

While a major overhaul of U.S. financial regulation may be unlikely during the early months of the Trump administration, changes should be expected as his nominees to lead the Treasury Department and financial regulatory agencies are confirmed. This will be …

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Skadden Discusses Trump’s Potential Impact on Executive Compensation

By Neil M. Leff, Regina Olshan, Jeffrey A. Lieberman and Audrey J. Murga February 6, 2017 by Jeff Himelson

President Donald Trump’s campaign proposals included changes to tax rates and a promise to repeal the Dodd-Frank Act. If enacted, these proposals could have a significant impact on the way businesses handle executive compensation, permitting companies greater flexibility in structuring …

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Bloomberg
Nvidia CEO Says Spy-Firm Ties Normal
October 29, 2026
Wall Street Journal
Hack Costs Polymarket Users Millions
October 29, 2026
New York Times
DoorDash to Buy Instacart for $17bn
October 29, 2026
Financial Times
What Killed Law Firm Weil Gotshal?
October 29, 2026
D&O Diary
Honeywell Aerospace Sued After FCA Cybersecurity Settlement
October 29, 2026
Reuters
Bloomberg Pays for Faster Trump Posts
October 28, 2026
Dealbook
Biden Trustbusters Start AI Legal Biz
October 28, 2026
Financial Times
Weil Gotshal Leaders Say Dissolve Firm
October 28, 2026
Cleary Securities Watch
SEC Flags Group Formation and “Passive Investor” Status Risks
October 28, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Says Privilege Protects Lawyer Internal Brainstorming
October 28, 2026
Deal Lawyers.com
Delaware Supremes OKs Verisk Ruling
October 28, 2026
Delaware Business Litigation Report
No Personal Jurisdiction from Omitting Delaware Secretary of State Filing
October 27, 2026
Dealbook
GM Will Move Stock to Nasdaq
October 27, 2026
The Governance Beat
SEC, Nasdaq Issue Tokenization FAQs
October 27, 2026
Financial Times
Weil Gotshal May Mull Wind-Down
October 27, 2026
D&O Diary
Private Credit Scrutiny Fuels Claims
October 27, 2026
Delaware Business Litigation Report
Chancery OKs Fiduciary Breach Charges from Tech Startup Collapse
October 26, 2026
New York Times
7 Numbers Explain Anthropic Business
October 26, 2026
Freshfields' A Fresh Take
Treasury Proposes COINS Act Rule
October 26, 2026
The Governance Beat
ISS and Glass Lewis Announce Plans for Global Voting Policies
October 26, 2026
Financial Times
Ex-FBI Chief Comey Charged With National-Defense Information Leak
October 26, 2026
Wall Street Journal
Audi to Build First U.S. Factory
October 25, 2026
New York Times
CEOs, Workers Differ on AI Outlook
October 25, 2026
D&O Diary
How to Interpret $25bn Meta Judgment
October 25, 2026
Sidley Enhanced Scrutiny
How to End an Advancement Obligation
October 25, 2026
Business Law Prof Blog
How Should DGCL 144 Safe Harbor Apply to Conflicted Controller Deals?
October 25, 2026
Reuters
Musk Talk Imperils SpaceX-Tesla Deal
October 22, 2026
Bloomberg
Live Nation Empire Risks a Breakup
October 22, 2026
New York Times
Barclays to Cut 5,000 Jobs in AI Push
October 22, 2026
Cleary M&A Watch
SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance
October 22, 2026
D&O Diary
AI-Related Securities Suit Filings Surge
October 22, 2026
Financial Times
CVC Explores Bid for Verisure
October 21, 2026
New York Times
U.S. to Tap Heating Oil Reserves
October 21, 2026
Wall Street Journal
Meta Ordered to Pay New Mexico $25 Billion in Data-Privacy Case
October 21, 2026
Bloomberg
Meta Offers Zuckerberg New Shares to Shield Him from Wealth Tax
October 21, 2026
D&O Diary
Webull Securities Lawsuit Underscores Geopolitical Disclosure Risk
October 21, 2026
Wall Street Journal
Last Boeing 737 MAX Jet Gets OK
October 20, 2026
Freshfields' A Fresh Take
SEC Delivers Equity Pay Relief
October 20, 2026
Financial Times
SpaceX, Tesla Boards Mull Merger
October 20, 2026
D&O Diary
FCA Settlement Highlights Developing Anti-DEI Enforcement Trends
October 20, 2026
Corporate & Securities Law Blog
SEC May Expand “Accredited Investor”
October 20, 2026
Bloomberg
Nscale and Anthropic in Talks Over $45bn Cloud Computing Deal
October 19, 2026
Financial Times
Freshfields Apologizes for Comment on Mideast Sovereign Wealth
October 19, 2026
D&O Diary
Securities Suit Hits BofA Over Anti-Money Laundering Penalties
October 19, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Declines to Award Remedy for Failure to Maintain Stock Ledger
October 19, 2026
Deal Lawyers.com
Chancery Pauses Cloudflare Recap
October 19, 2026
Dealbook
States Step Up as Antitrust Enforcers
October 18, 2026
Cleary Securities Watch
DOJ Revises FCA Enforcement Rules
October 18, 2026
D&O Diary
AI-Linked Securities Suit Hits Endava
October 18, 2026
Business Law Prof Blog
The Latest on Reincorporations
October 18, 2026
Corporate & Securities Law Blog
Nasdaq Adopts $4.00 Minimum Price Requirement for Initial Listings
October 18, 2026
Bloomberg
Judge Rejects Gemini, CFTC Bid to Undo $5 Million Settlement
October 15, 2026
Wall Street Journal
KFC Moves to Ditch Pepsi for Coke
October 15, 2026
Dealbook
Anthropic Says Revenue Rose 45%
October 15, 2026
The Governance Beat
DOJ Revamps Fraud Enforcement Rules
October 15, 2026
Financial Times
AI, SpaceX Lift Harvard Endowment
October 15, 2026
D&O Diary
Big Corporate Bankruptcies Down
October 15, 2026
Delaware Business Litigation Report
Chancery Declines to Dismiss Aiding, Abetting Claims in Cram-Down Financing
October 14, 2026
Sidley Enhanced Scrutiny
Chancery Clarifies Officer Consent Law
October 14, 2026
D&O Diary
Suits Highlight AI Platform and Data Center Infrastructure D&O Risk
October 14, 2026
Securities Docket
Kalshi Investigates Well-Timed Bets on Trump’s Press Secretary Pick
October 14, 2026
Deal Lawyers.com
Delaware Supremes Affirms Chancery on “Participant” in Proxy Solicitation
October 14, 2026
Reuters
Wall Street Banks See Deals Slow
October 13, 2026
Bloomberg
Fed’s Williams: No Rate Hike Needed
October 13, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Won’t Name Receiver Where Firm Paid Advancement Late
October 13, 2026
Securities Litigation & Enforcement
Delaware Chancery Warns Advance Notice Bylaws Need to Be Clear
October 13, 2026
Financial Times
FTC Says Skreli Breached Industry Ban
October 13, 2026
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
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