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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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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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January 2018

Delaware Supreme Court Limits Ratification Defense for Director Compensation Awards

By S. Michael Sirkin and Nick Mozal January 3, 2018 by renholding

On December 13, the Delaware Supreme Court[1] reversed the Court of Chancery’s decision in In re Investors Bancorp, Inc. Stockholder Litigation,[2] and held that entire fairness will apply to any board’s decision to award director compensation unless …

The Value of Unicorns and “Worthless” Companies Explained

By J.B. Heaton January 2, 2018 by renholding

In a new paper, “Worthless Companies,” I explain how companies with worthless assets can have substantial equity value on efficient markets and debt that trades near par, so long as an irrational bidder may acquire the company.

Consider a firm …

Morrison & Foerster Discusses What Global Investors Think About Brexit

By Morrison & Foerster attorneys January 2, 2018 by renholding

Amid the uncertainty Brexit has created, foreign investors are assessing their existing and prospective investments in the UK, with particular focus on Brexit’s potential impact on EU-UK trade and labor mobility. No one has a crystal ball but our MoFo …

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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
Mickey Mouse Due Trip Out of Copyright
January 31, 2018
Dealbook
Could GE Disappear from Dow?
January 31, 2018
D&O Diary
Cornerstone Reports Securities Class Actions Hit Record High in 2017
January 31, 2018
CNBC
JPMorgan’s Vice Chair Bolts for Simpson Thacher
January 31, 2018
Jim Hamilton's World
Supremes Asked to Clarify Forward-Looking Statements Rule
January 31, 2018
Bloomberg
DOJ and SEC Probe Apple Over iPhone Slowdown
January 30, 2018
PubCo @ Cooley
SEC Receives First Pay-Ratio Disclosure
January 30, 2018
Professor Bainbridge
Forced Arbitration Deserves SEC Blessing
January 30, 2018
Davis Polk Briefing
Investors Skeptical of Corporate Sustainability Disclosure
January 30, 2018
Davis Polk Fin-Reg Reform
Fed May Simplify TLAC Rule
January 30, 2018
Dealbook
Wynn Resorts Slide Affirms Sexual Misconduct as Financial Risk
January 29, 2018
White Collar Crime Prof Blog
Eleventh Circuit Affirms Peanut-Case Fraud Convictions
January 29, 2018
D&O Diary
Securities Suits Filed at Record Pace in 2017
January 29, 2018
Delaware Corporate & Commercial Litigation Blog
Delaware Supremes End Shareholder Claims Against Walmart
January 29, 2018
Norton Rose Fulbright
Making Change Management a Post-Closing Priority
January 29, 2018
Jim Hamilton's World
SEC Asks Firms for Self-Assessments on Diversity
January 28, 2018
Securities Regulation and Corporate Governance Monitor
Federal Court Nixes Claim of 16(b) Breach from Tax-Related Stock Sale
January 28, 2018
Davis Polk Fin-Reg Reform
CFPB Boss Curbs Agency’s Ambitions
January 28, 2018
Corporate & Securities Law Blog
FTC Raises Thresholds for Pre-Merger Notification
January 28, 2018
Business Law Prof Blog
Delaware Supremes Preserve Race to Courthouse in Derivative Suits
January 28, 2018
Reuters
Viacom, CBS Bosses Talk Merger
January 25, 2018
Cleary M&A Watch
Securities and M&A Litigation Highlights for 2017
January 25, 2018
Cooley M&A
Antitrust Issues to Watch in 2018
January 25, 2018
D&O Diary
Second Circuit Nixes D&O Coverage for NASDAQ’s Facebook IPO Claims
January 25, 2018
Jim Hamilton's World
Supremes Name O’Melveny Partner to Defend SEC ALJs
January 25, 2018
Jim Hamilton's World
Experts Offer Securities Cases Highlights
January 24, 2018
Federal Securities Law Blog
How to Structure Joint Ventures
January 24, 2018
Davis Polk Briefing
Delaware Chancery Muddies Challenges to Director Pay
January 24, 2018
Davis Polk Fin-Reg Reform
Fed Rethinks “Control” Under Bank Holding Company Act
January 24, 2018
Akin Gump's Deal Diary
Boards Can Expect More SEC Regulatory Relief
January 24, 2018
Professor Bainbridge
The Downside of BlackRock CEO’s Letter
January 23, 2018
Jim Hamilton's World
CFTC Chair Calls for More Cryptocurrency Scrutiny
January 23, 2018
Davis Polk Fin-Reg Reform
OCC Says Cyber Threats Raise Banks’ Risks
January 23, 2018
The Petrobras Settlement’s Implications
January 23, 2018
Business Law Prof Blog
How Business Descriptions Can Affect Regulation
January 23, 2018
Reuters
Sanofi and Celgene Fuel Burst in Biotech M&A
January 22, 2018
Dealbook
Who Pays for Financial Transparency?
January 22, 2018
Securities and Exchange Commission
SEC Accuses Ex-PCAOB and KPMG Officials of Cheating
January 22, 2018
Jim Hamilton's World
Engaged Shareholders Help Companies and Other Stakeholders
January 22, 2018
Akin Gump's Deal Diary
SEC Uses Apple to Clarify Exclusions of CSR Shareholder Proposals
January 22, 2018
PubCo @ Cooley
How DC Shutdown Affects SEC Operations
January 21, 2018
Weil Private Equity Watch
The Perils of Failing to Define Voting Power in Changes of Control
January 21, 2018
Davis Polk Fin-Reg Reform
CFPB’s Call for Evidence Portends Further Changes
January 21, 2018
Business Law Prof Blog
Testing the Scope of Forum Selection Bylaws
January 21, 2018
Appraisal Rights Litigation Blog
Delaware Chancery Nixes Fiduciary Claim Seeking Quasi-Appraisal
January 21, 2018
Dealbook
Wall Street Tests Trading-Underwriting Link
January 18, 2018
PubCo @ Cooley
“Lap Dog” Epithet Gets SEC OK
January 18, 2018
Glass Lewis Blog
Glass Lewis Denies Fueling Activism
January 18, 2018
Davis Polk Fin-Reg Reform
Trump Officials Caution Senate on Money-Laundering Reform
January 18, 2018
Business Law Prof Blog
Retail Investors Drive Morgan Stanley Profit
January 18, 2018
D&O Diary
Delaware Chancery Shakes Up Investors and Acquirers
January 17, 2018
PubCo @ Cooley
Shareholder Primacy Takes a Hit
January 17, 2018
Jim Hamilton's World
Valeant Can’t Shake Price-Gouging Lawsuits
January 17, 2018
Reuters
If Supremes Nix SEC ALJs, Whither Tainted Cases?
January 17, 2018
Davis Polk Briefing
BlackRock’s Annual Letter Stresses Doing Good
January 17, 2018
Akin Gump's Deal Diary
Internal Investigations Near Top of Boards’ 2018 Concerns
January 17, 2018
Reuters
GE Reignites Break-Up Talk
January 16, 2018
Dealbook
Beware RICO Lawsuit Pitfalls
January 16, 2018
D&O Diary
Litigation Finance Booming
January 16, 2018
Jim Hamilton's World
Second Circuit Confirms Burden in Rebutting Securities-Fraud Reliance
January 16, 2018
Davis Polk Briefing
New ISS Offering Gives Insight Into Investor Perceptions
January 16, 2018
Reuters
UK’s Carillion Fails After Banks Pull Plug
January 15, 2018
D&O Diary
More on Supremes’ SEC ALJs Case
January 15, 2018
PubCo @ Cooley
Do Metrics of Bosses’ CSR Focus Yield Value?
January 15, 2018
Jim Hamilton's World
Dr. King Opened South to Corporate America
January 15, 2018
D&O Diary
A Board-Level View of Cyber Risk
January 14, 2018
Reuters
Supremes Take SEC In-House Judges Case
January 14, 2018
Securities Regulation and Corporate Governance Monitor
Tips on Preparing Form 10-K
January 14, 2018
Forbes
Do’s and Don’t’s of Proxy Contests
January 14, 2018
Business Law Prof Blog
Are We All LLCs Now?
January 14, 2018
Jim Hamilton's World
Senators Back CFTC Chair in Spat over EC Pact
January 11, 2018
Davis Polk Briefing
Delaware Chancery Suit Slams Forum Selection Clauses in IPOs
January 11, 2018
Davis Polk Fin-Reg Reform
Congress Mulls Anti-Money Laundering Reform
January 11, 2018
Business Law Prof Blog
Another Billion Dollar Ponzi Scheme
January 11, 2018
Harvard Business Law Review
The High Cost of Fewer Appraisal Claims in 2017
January 11, 2018
Reuters
DOJ Blindsided FinCEN on Pot Policy Flip
January 10, 2018
Cleary M&A Watch
Boards Face Big Changes in 2018
January 10, 2018
Olshan Securities Law Blog
SEC May Eye Intel CEO’s Stock Sales
January 10, 2018
Jim Hamilton's World
China Dominates U.S. House CFIUS Hearing
January 10, 2018
What’s Next After U.S. Exit from Extractive Industries Effort?
January 10, 2018
Akin Gump's Deal Diary
Shareholder Activism a Top Board Concern for 2018
January 10, 2018
Dealbook
Tax Law May Send Jobs Abroad
January 9, 2018
D&O Diary
Dell Boosts Merger Price Importance
January 9, 2018
Reuters
N.Y. Senator Casts Doubt on Manhattan U.S. Attorney
January 9, 2018
PubCo @ Cooley
Graphics and Proxy Statements May Not Mix
January 9, 2018
Dodd-Frank.com
Critical Audit Matters (CAMs) and M&A
January 9, 2018
Cleary M&A Watch
Apple Feels Power of Activist-Pension Fund Alliance
January 8, 2018
D&O Diary
Biggest D&O Insurance Cases of 2017
January 8, 2018
Davis Polk Fin-Reg Reform
Fed Offers New Guidance on Big Financial Firm Management
January 8, 2018
Akin Gump's Deal Diary
Directors Focusing on Board Composition
January 8, 2018
Reuters
SEC Probes Kushner Cos. on Visa Program
January 7, 2018
Dealbook
Intel Faces Chip-Security Scrutiny
January 7, 2018
D&O Diary
Double Negative Trips Up D&O Policyholder
January 7, 2018
Jim Hamilton's World
IPOs Up — a Lot –in 2017
January 7, 2018
Reuters
SEC Warns About Bitcoin, Cryptocurrency
January 4, 2018
Dealbook
Companies Blowing Smoke with Tax Cut Complaints
January 4, 2018
Delaware Business Litigation Report
Delaware Chancery Explains Inspection Rights Under LLC Agreement
January 4, 2018
Delaware Corporate & Commercial Litigation Blog
Delaware’s Biggest Corporate Law Decisions of 2017
January 4, 2018
Business Law Prof Blog
Mutual Funds Stick It to Investors with Fees
January 4, 2018
Delaware Business Litigation Report
Delaware Chancery Explains When a Prediction Is Misleading
January 3, 2018
D&O Diary
Number of Securities Suits in 2017 Neared Record Levels
January 3, 2018
CNBC
Brazil’s Petrobras Settles Corruption Class Action
January 3, 2018
Jim Hamilton's World
SEC Says Credit Rating Agencies Improving
January 3, 2018
Corporate & Securities Law Blog
Delaware Supreme Court Limits Boards’ Stockholder-Approval Defense
January 3, 2018
Business Law Prof Blog
Sexual Misconduct May Be Factor in Boards’ Succession Plans
January 3, 2018
Jim Hamilton's World
Apple Stuck with Shareholder Proposal on Human Rights Committee
January 2, 2018
Deal Lawyers.com
Nobody’s Immune from Activism
January 2, 2018
Davis Polk Briefing
SEC Backs Company on Shareholder Proposal Threshold
January 2, 2018
Corporate & Securities Law Blog
How New Tax Law Affects Private Equity
January 2, 2018
Akin Gump's Deal Diary
Directors Face Challenge of Five Generations of Employees
January 2, 2018
Reuters
China Promises Foreigners Easier Market Access
January 1, 2018
PubCo @ Cooley
SEC Offers Tips on Disclosing Tax Act’s Impact
January 1, 2018
Jim Hamilton's World
SEC Proposes Freedom-of-Information Regs Revamp
January 1, 2018
Delaware Corporate & Commercial Litigation Blog
Directors’ Breach of Disclosure Duties Can Bring Mandatory Damages
January 1, 2018
Business Law Prof Blog
Fallout from Citi’s Analysts Ratings Case
January 1, 2018

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