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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
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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 2018

Empowering the Poor: Turning De Facto Rights into Collateralized Credit

By Steven L. Schwarcz July 12, 2018 by renholding

The shrinking middle class and the widening gap between the rich and the poor threaten social and financial stability. The noted economist Hernando De Soto has explained how the lack of credit increases wealth inequality. Largely due to poverty, 70 …

Taking Investor Preferences Seriously

By Kathryn Judge July 11, 2018 by renholding

Over the last half century, finance has made remarkable progress explaining the pricing of financial assets.  In relying on portfolio theory, however, mainstream pricing models tend to ignore investor preferences for certain asset types.  This is a mistake.  In a …

Paul Weiss Discusses Issues With Private Equity Transactions After New Tax Law

By Matt Abbott, Angelo Bonvino, Marco Masotti, Lindsay Parks, Scott Sontag and Taurie Zeitzer July 11, 2018 by renholding

On December 22, 2017, President Trump signed Public Law No. 115-97, formerly known as the “Tax Cuts and Jobs Act” (the “Act”), into law. The Act makes a number of major changes to the U.S. federal income taxation of both …

Davis Polk Discusses Ruling on Statute of Limitations for N.Y.’s Martin Act

By Paul J. Nathanson, Martine M. Beamon, Angela T. Burgess, Neil H. MacBride and Avi Gesser July 10, 2018 by renholding

On June 12, 2018, the New York Court of Appeals overruled longstanding Appellate Division precedent and held that fraud claims brought by the New York Attorney General (“NYAG”) under the Martin Act (General Business Law article 23-A, § 352…

The Role of Disclosure in the Unregulated Crypto Market

By Thomas Bourveau, Atif Ellahie, Emmanuel T. De George and Daniele Macciocchi July 10, 2018 by renholding

Our new research paper studies the issuers of unregulated crypto-tokens such as EOS and Tether. We examine two dimensions: the success of the Initial Coin Offering (ICO) process, and the capital market patterns following the listing of the tokens on …

Corporate Social Responsibility v. Corporate Shareholder Responsibility

By Amal P. Abeysekera and Chitru S. Fernando July 9, 2018 by renholding

Whether corporate social responsibility (CSR) is beneficial to shareholders remains a topic of considerable debate. Recent studies suggest that some socially beneficial corporate expenditures (e.g., to reduce environmental harm and thereby the firm’s risk exposure) create value for shareholders. In …

Skadden Discusses Latest Legislation to Expand Foreign Investment Review

By Pascal Bine, Michael E. Leiter, Ivan A. Schlager, Donald L. Vieira, Jonathan M. Gafni and Michelle A. Weinbaum July 9, 2018 by renholding

In large part as a response to China’s national industrial goals and subsequent Chinese acquisitions of U.S. and European companies that are technology leaders in key industries, the U.S. government and a number of European governments are seeking to expand …

How External Whistleblower Rewards Affect Internal Reporting

By Masaki Iwasaki July 6, 2018 by renholding

Does paying employees for blowing the whistle on corporate crime to regulators discourage internal reporting and undermine corporate governance? The answer is not as simple as it might seem. My research shows that, as the amount of reward increases, the …

How M&A Laws Affect the Risk of Stock Price Crashes

By Balasingham Balachandran, Huu Nhan Duong, Hoang Luong and Lily Nguyen July 5, 2018 by renholding

In a new cross-nation study, we discuss our findings on how the takeover market affects stock-price crash risk, defined as the likelihood of a sudden, drastic decline in the stock price of a firm. An important consideration for risk management …

Is Delaware Asleep at the Wheel (Again)?

By Matthew Schoenfeld July 3, 2018 by renholding

Beginning at least as far back as Professor William Carey’s famously withering 1974 Yale Law Journal article about Delaware’s “enabling” of bad corporate actors, critics of the state’s corporate jurisprudence have alluded to a “race to the bottom” in which …

Wachtell Lipton Discusses Boards’ Role in Sustainability and Corporate Social Responsibility

By David M. Silk, David A. Katz, Sabastian V. Niles and Carmen X.W. Lu July 3, 2018 by renholding

In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g.,  Barron’s recent report on Sustainable Investing), we are providing a high-level overview …

New Data Shed Light on Mutual Fund Time Horizons

By Anne M. Tucker July 2, 2018 by renholding

Short-termism is a loaded phrase in debates over investment time horizons, often used to criticize investors and corporate managers deemed overly focused on near-term gains at the expense of long-term value. One argument is that U.S. mutual funds, as significant …

Latham & Watkins Discusses SEC Official’s Analysis of Digital Assets as Securities

By Stephen P. Wink, David L. Concannon, Miles P. Jennings, Cameron R. Kates and Thomas H. Gabay July 2, 2018 by renholding

William Hinman, Director of the US Securities and Exchange Commission (SEC) Division of Corporation Finance, provided substantial color on the SEC’s evolving view of digital asset classification recently when he shared his thoughts on how to characterize purchases and sales …

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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
Clock Ticking on SEC Cases
July 31, 2018
D&O Diary
Dutch Court OKs Europe’s Largest Shareholder Settlement
July 31, 2018
Bloomberg
SEC’s Crytpo Czar Invites Coin Industry to Chat
July 31, 2018
Jim Hamilton's World
SEC Commissioner Mulls “Fiduciary” v. “Best Interests”
July 31, 2018
Davis Polk Fin-Reg Reform
U.S. Treasury Reports on Fintech
July 31, 2018
SDNY Blog
District Judge Won’t Autograph “Deflategate” Magazine Cover
July 30, 2018
Weil Bankruptcy Blog
In Bankruptcy, Check Transferred When Honored, Ninth Circuit Says
July 30, 2018
Truth on the Market
AOL/Time Warner Merger Conditions Are Disastrous Template
July 30, 2018
Jim Hamilton's World
Cryptocurrency Tops Investment Adviser Concerns
July 30, 2018
Davis Polk Briefing
How CEO Pay Ratio and Say-on-Pay Relate
July 30, 2018
Reuters
Automakers Mull Tariff Threat Response
July 29, 2018
D&O Diary
Facebook Stock Drop Draws Suit on EU Privacy Law
July 29, 2018
Jim Hamilton's World
CFTC Chair Updates Congress on Cryptocurrency
July 29, 2018
Los Angeles Times
Obscure Law May Shield Companies From Terrorism Suits
July 29, 2018
Deal Lawyers.com
That’s Not How Poison Pills Work
July 29, 2018
Cleary M&A Watch
SEC Slaps Weak Disclosure on Perks
July 26, 2018
D&O Diary
Securities Suit Filings Near Record Level
July 26, 2018
PubCo @ Cooley
SEC Commissioner Blasts Streamlined Disclosure
July 26, 2018
Jim Hamilton's World
Public Citizen Says Trump Soft on Crime
July 26, 2018
Business Law Prof Blog
Women Founders Try “Venture Bearding”
July 26, 2018
PubCo @ Cooley
SEC Mulls New Rules on Collateralized Debt Securities
July 25, 2018
Professor Bainbridge
Papa John’s Fight Full of Fascinating Issues
July 25, 2018
Davis Polk Briefing
SEC Offers Final Rule on Equity Compensation Offerings
July 25, 2018
Corporate & Securities Law Blog
Reincorporating from California to Delaware Is Hard
July 25, 2018
Appraisal Rights Litigation Blog
Curbing Appraisal Would Cut Deal Uncertainty
July 25, 2018
Jim Hamilton's World
SEC OKs Simplified FINRA Arbitration
July 24, 2018
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Orders Better Work-Life Balance
July 24, 2018
D&O Diary
Florida Follows Delaware on Disclosure-Only Settlements
July 24, 2018
Davis Polk Briefing
Shareholders Balk at SEC Exclusion of Proposals
July 24, 2018
Appraisal Rights Litigation Blog
How Public Are Appraisal Claims?
July 24, 2018
Reuters
Papa John Shares Drop After Board Adopts Poison Pill
July 23, 2018
Delaware Business Litigation Report
Delaware Chancery Expands on Controlling-Shareholder Deals
July 23, 2018
Truth on the Market
EC’s Google Ruling Flubs Smartphone Market
July 23, 2018
D&O Diary
Ninth Circuit Corrals Unsponsored ADRs
July 23, 2018
Jim Hamilton's World
SEC Struggling with Supreme Court Ruling on In-House Judges
July 23, 2018
Appraisal Rights Litigation Blog
The Latest on Blockchain Based Corporate Governance
July 23, 2018
Cleary M&A Watch
UK Unveils Corporate Governance Code
July 22, 2018
Truth on the Market
Will EC’s Google Fine Help Consumers?
July 22, 2018
Professor Bainbridge
Conflict Mineral Rollback Near?
July 22, 2018
Corporate & Securities Law Blog
Delaware Chancery Nixes Appraisal in Reverse Triangular Merger
July 22, 2018
Business Law Prof Blog
Managers Behaving Badly
July 22, 2018
D&O Diary
M&A Litigation Drops in 2017
July 19, 2018
Jim Hamilton's World
N.Y. District Court Backs CFTC Authority on Cryptocurrency Fraud
July 19, 2018
Securities Regulation and Corporate Governance Monitor
U.S. House Passes Financial Reform Bill
July 19, 2018
Dodd-Frank.com
SEC Accuses Hedge Fund of 13D Breach
July 19, 2018
Davis Polk Briefing
Boards and #MeToo
July 19, 2018
Truth on the Market
EU’s Google Antitrust Ruling Reflects Wishful Thinking
July 18, 2018
Jim Hamilton's World
CFTC Joins Digital Token Skeptics
July 18, 2018
Davis Polk Briefing
Lawmakers Busy on Corporate Governance
July 18, 2018
Davis Polk Fin-Reg Reform
Fifth Circuit Rules FHFA Structure Unconstitutional
July 18, 2018
Appraisal Rights Litigation Blog
Appraisal Key in Bids for Perry Ellis
July 18, 2018
Weil Bankruptcy Blog
How Bankruptcy Puts Trademark Licensees at Risk
July 17, 2018
Olshan Securities Law Blog
Congressman Blasts Rules Hindering IPOs
July 17, 2018
Jim Hamilton's World
Redstones Denied CBS Lawyer Docs
July 17, 2018
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Mulls Forum Selection Clauses
July 17, 2018
Davis Polk Briefing
U.S. House Marks Up IPO, Public Company Bills
July 17, 2018
Reuters
Tesla Shares Dip After CEO’s Diver Slap
July 16, 2018
SEC Actions
SEC’s FCPA Case Time Barred
July 16, 2018
D&O Diary
Update on Climate Change Disclosure
July 16, 2018
CNBC
Bitcoin Jumps as BlackRock Eyes Cryptocurrencies
July 16, 2018
Jim Hamilton's World
CFTC Ponders LIBOR’s Weakening
July 16, 2018
Reuters
China, EU Cozy Up on Trade
July 15, 2018
White Collar Crime Prof Blog
Whither the 400 lb. Hacker?
July 15, 2018
Jim Hamilton's World
FINRA’s Risky Broker Rule Wins Support
July 15, 2018
D&O Diary
M&A Lawsuit Costs Soar
July 15, 2018
Business Law Prof Blog
Delaware Chancery Says Control About More Than Stock
July 15, 2018
PubCo @ Cooley
The End of Universal Proxies?
July 12, 2018
Professor Bainbridge
Populists Silent on Corporate Purpose
July 12, 2018
Davis Polk Briefing
Cyber Breaches and Insider Trading
July 12, 2018
Corporate & Securities Law Blog
SEC Expands “Smaller Reporting Company”
July 12, 2018
Business Law Prof Blog
Sex Harassment Suggests Weak Compliance
July 12, 2018
PubCo @ Cooley
Shareholder Proposals Take Fire From Two Sides
July 11, 2018
Professor Bainbridge
Delaware Bias for Shareholder Approval Needs Rethinking
July 11, 2018
Jim Hamilton's World
Auditors Opine on SEC Independence Rules
July 11, 2018
Davis Polk Briefing
Dimon and Buffett Blast Quarterly Guidance
July 11, 2018
Davis Polk Fin-Reg Reform
Basel Revises GSIB Qualifications
July 11, 2018
Reuters
Tesla Goes Big in China
July 10, 2018
Delaware Business Litigation Report
Delaware Supremes Elaborates on Corwin’s Informed Approval
July 10, 2018
D&O Diary
California’s Sweeping Privacy Law
July 10, 2018
Jim Hamilton's World
State Treasurers Slam Forced Shareholder Arbitration
July 10, 2018
Davis Polk Fin-Reg Reform
Fed, FDIC Release Foreign Bank Resolution Plans
July 10, 2018
Jim Hamilton's World
SEC Investor Advocate Lists 2019 Priorities
July 9, 2018
Weil Private Equity Watch
Comparing IPOs and SPACs as Exits
July 9, 2018
Davis Polk Briefing
The Latest on Climate Change Disclosure
July 9, 2018
Appraisal Rights Litigation Blog
New Jersey Weak on Appraisal Rights
July 9, 2018
Akin Gump's Deal Diary
How California Privacy Act Affects Business
July 9, 2018
Jim Hamilton's World
Credit Suisse to Pay $30 million for FCPA breach
July 7, 2018
Securities Regulation and Corporate Governance Monitor
SEC Amends “Smaller Reporting Company” Definition
July 7, 2018
Davis Polk Briefing
SEC Fines Flawed Perk Disclosure
July 7, 2018
Davis Polk Fin-Reg Reform
CFTC Mulls Keeping Swap Dealer Registration Threshold
July 7, 2018
Business Law Prof Blog
Judges’ Magical Thinking on Markets
July 7, 2018
PubCo @ Cooley
GAO Issues 2017 Conflict Minerals Report
July 5, 2018
Jim Hamilton's World
U.S. Court: Don’t Lie to Charles Barkley
July 5, 2018
Davis Polk Briefing
Investors’ Top 10 Issues About Employees
July 5, 2018
Business Law Prof Blog
When to Prosecute a Bank?
July 5, 2018
Appraisal Rights Litigation Blog
Cayman Quasi-Appraisal: It’s Complicated
July 5, 2018
Jim Hamilton's World
Questions Persist in Ruling on SEC Judges
July 4, 2018
Washington Post
How SEC Could Target Facebook
July 4, 2018
Davis Polk Fin-Reg Reform
Changes in Financial Regulatory Leaders
July 4, 2018
Conference Board
Dual Class Share Voting v. Mutual Fund “Empty Voting”
July 4, 2018
Appraisal Rights Litigation Blog
How Appraisal Works in Iowa
July 4, 2018
D&O Diary
Pace Torrid in 2018 Securities Suit Filings
July 2, 2018
Jim Hamilton's World
CFTC Reports on Sharp Movement of Commodities Futures Prices
July 2, 2018
Weil Private Equity Watch
How Workarounds Work in Asset Deal Non-Assignment Clauses
July 2, 2018
Davis Polk Briefing
Equifax Worker Accused of Insider Trading
July 2, 2018
Appraisal Rights Litigation Blog
A View From South Africa on Appraisal
July 2, 2018
Delaware Business Litigation Report
Delaware Holding Controllers Accountable
July 1, 2018
D&O Diary
Top 25 Canadian Securities Settlements
July 1, 2018
Davis Polk Briefing
NY Comptroller’s Office Details Results on Board Diversity
July 1, 2018
Davis Polk Fin-Reg Reform
Fed, FDIC Offer Guidance on 2019 G-SIB Resolution Plans
July 1, 2018
Business Law Prof Blog
Regulatory State’s Dismantling on Horizon
July 1, 2018

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