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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
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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September 2018

How Credit Default Swaps Affect Managers’ Voluntary Disclosure

By Jae B. Kim, Pervin K. Shroff, Dushyantkumar Vyas and Regina Wittenberg Moerman September 17, 2018 by renholding

Credit Default Swaps (CDSs) enable lenders to distribute credit risk to parties more willing and able to bear it, thereby enhancing the liquidity and flexibility of individual lenders and the financial system (Greenspan 2004). However, empirical evidence suggests that CDSs …

Paul Weiss Offers M&A at a Glance for August 2018

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Taurie M. Zeitzer September 17, 2018 by renholding

M&A activity in August, like July, continued the recent downward trend in number of deals across most sectors while showing more mixed results as measured by total dollar value.[1]  The number of deals decreased in the U.S. by 39.4% …

SEC Commissioner Jackson Issues Statement on Shareholder Voting

By Robert J. Jackson, Jr. September 14, 2018 by renholding

Today, the Office of the Chairman and the Division of Investment Management at the Securities and Exchange Commission suddenly raised questions about long-resolved issues regarding shareholder voting.[1] Because the Investor Advisory Committee’s critical work in this area is ongoing, …

1 Comment  

Do Investors Care Who Did the Audit?

By Marcus M. Doxey, James G. Lawson, Thomas J. Lopez and Quinn T. Swanquist September 14, 2018 by renholding

In 2008, the U.S. Department of the Treasury’s Advisory Committee on the Auditing Profession called for a “standard-setting initiative to consider mandating the engagement partner’s signature on the auditor’s report” as a way to increase audit transparency.[1] The Public …

Say-on-Pay Voting and CEO Compensation Structure

By Andrea Pawliczek September 13, 2018 by renholding

Since the financial crisis, much of the business  media have focused on the level of CEO compensation and how much it increases from the prior year, often calling out the CEOs with the highest pay. These articles in the New …

How Private Equity Enhances the Market for Corporate Control and Capitalism

By Edward Peter Stringham and Jack Vogel September 13, 2018 by renholding

In this age of firebrand political rhetoric and sniping from the right and the left, Wall Street has taken more than its fair share of criticism. One of the most significantly misplaced criticisms, however, derives from a gross misunderstanding of …

Disclosure Regulation in the Commercial Banking Industry: Lessons from the National Banking Era

By João Granja September 12, 2018 by renholding

In the aftermath of the 2007—2009 financial crisis, policymakers around the globe responded to calls for greater transparency in the financial system by adopting new rules and institutions that required more and better information disclosure by financial institutions. For example, …

Arnold & Porter Discusses Easing of FinCEN Rules on Identifying Beneficial Owners of Accounts

By Richard M. Alexander, David F. Freeman, Jr., Michael A. Mancusi, Brian C. McCormally and Kevin M. Toomey September 12, 2018 by renholding

On September 7, 2018, after considerable industry feedback and two issuances of temporary relief, the Financial Crimes Enforcement Network (FinCEN) issued permanent relief to the banking industry from the requirement to collect beneficial ownership information on certain accounts that automatically …

Lehman Brothers: How Good Policy Can Make Bad Law

By Kathryn Judge September 11, 2018 by renholding

As we approach the 10-year anniversary of the failure of Lehman Brothers, the news is again awash in a debate about whether policymakers could have saved the investment bank.  That the issue remains so deeply contested reflects how fundamentally flawed …

How Succession-Induced Gaps in CEO Characteristics Affect Firm Performance

By Renzhu Zhang, Gurmeet S. Bhabra, Hsin-I Chou and Eric K. M. Tan September 11, 2018 by renholding

Growing evidence that the personal characteristics of CEOs affect firm policy choices and performance prompts us to investigate the implications of CEO turnover for the value of a company. In a recent paper, we examine whether CEO succession gaps (i.e., …

Making Sustainability Disclosure Sustainable

By Jill E. Fisch September 10, 2018 by renholding

Issuers, investors, and regulators are paying increasing attention to corporate sustainability.  Commentators have proffered a variety of explanations for this attention ranging from the argument that corporations are morally obligated to act in a socially responsible manner to the claim …

A Retrospective on the Demise of Long-Term Capital Management

By Paul L. Lee September 10, 2018 by renholding

The 10th anniversary of the harrowing financial events of September 2008 is nearly upon us.  The anniversary will undoubtedly be marked by various retrospectives analyzing those events.  For a longer-term perspective, though, it may be helpful to consider another anniversary …

Why Do Firms Go Public Through Debt Instead of Equity?

By Denys Glushkov, Ajay Khorana, P. Raghavendra Rau and Jingxuan Zhang September 7, 2018 by renholding

Private firms can gain access to capital markets in several ways. The most well-known approach is through an initial public offering (IPO) of equity, and high-profile firms typically attract a large amount of attention from the popular press when they …

Comparative Corporate Governance

By Ilir Haxhi September 7, 2018 by renholding

By adopting a systematic cross-national comparative approach, my recent study provides an overview of corporate governance (CG) around the world. It takes stock of what we know about the two main CG models, the variations within and across these models, …

The Subversion of Shareholder Democracy and the Rise of Hedge-Fund Activism

By Jang-Sup Shin September 6, 2018 by renholding

Hedge fund activists are technically just minority shareholders, yet they exert enormous influence, often forcing companies to undertake fundamental restructuring and substantially increase stock buybacks and dividends. For instance, Third Point Management and Trian Fund Management, holding only 2 percent …

Latham & Watkins on Second Circuit Decision Reinforcing FCPA’s Jurisdictional Limits

By Brian E. Kowalski, Eric S. Volkman, Jonathan C. Su and Natalie Hardwick Rao September 6, 2018 by renholding

On August 24, 2018, the United States Court of Appeals for the Second Circuit issued its long-awaited decision in United States v. Hoskins, rebuffing an attempt by the US Department of Justice (the Department, or DOJ) to expand the …

Corporate Governance Reform in Post-Crisis Financial Firms: Two Fundamental Tensions

By Christopher M. Bruner September 5, 2018 by renholding

The manner in which financial firms are governed directly affects the stability and sustainability of both the financial sector and the “real” economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated.  However, two fundamental tensions continue …

Why Firms Disclose a Supplemental CEO-to-Median Worker Pay Ratio

By Sun Moon Jung, Natalie Kyung Won Kim, Han Seong Ryu and Jae Yong Shin September 5, 2018 by renholding

Pay disparity between executives and employees has been criticized as evidence of corporate greed. It can also create perceptions of unfairness and dissatisfaction among employees, weakening their commitment and performance. To provide more information about pay disparity, the U.S. Congress …

Rumors of the Death of U.S. Public Companies Are Greatly Exaggerated

By Brian Cheffins September 4, 2018 by renholding

As of 2017, 172 of America’s 200 largest companies, ranked by revenue, were publicly traded.  Public company dominance of the corporate economy of the United States has existed for decades.  There has been much speculation recently that this era may …

Insider Trading Ahead of Cyber Breach Announcements

By Zhaoxin Lin, Travis R.A. Sapp, Jackie Rees Ulmer and Rahul Parsa September 4, 2018 by renholding

On March 14, 2018, the Securities and Exchange Commission charged a former chief information officer of Equifax with insider trading. The complaint alleged that he profited from selling stock ahead of the September 2017 public announcement of a major cybersecurity …

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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.

Filter Sources
Reuters
Musk Deal Exemplifies SEC Focus on Corporate Bosses
September 30, 2018
CNBC
Congress Asks SEC Chair for Cryptocurrency Clarity
September 30, 2018
PubCo @ Cooley
SEC OKs Nasdaq Rule on Private Placements
September 30, 2018
Jim Hamilton's World
SEC Settles First “Identity Theft Red Flags Rule” Case
September 30, 2018
Dealbook
Disney-Comcast Spat Headed for Hulu
September 27, 2018
D&O Diary
Sexual Assault Suit Filed Against Michigan State Trustees
September 27, 2018
Securities and Exchange Commission
SEC Accuses Elon Musk of Fraud
September 27, 2018
Jim Hamilton's World
Study Finds Firms Disclose Climate Change Risks But Not Financial Impact
September 27, 2018
Business Law Prof Blog
Prominent Whistleblower Files Retaliation Complaint
September 27, 2018
Appraisal Rights Litigation Blog
Is Market-Out Exception Sensible?
September 27, 2018
Reuters
Canada PM Shrugs Off NAFTA Pressure
September 26, 2018
SDNY Blog
Judge Rakoff Slams “Objector Extortion” in Petrobras Case
September 26, 2018
Jim Hamilton's World
State Securities Officials Float Draft Cyber Rules
September 26, 2018
Securities Regulation and Corporate Governance Monitor
SEC Staff Interprets New Disclosure Rules
September 26, 2018
Federal Securities Law Blog
IRS Offers Tips on Deducting Executive Pay
September 26, 2018
Reuters
Ninth Circuit Forces Uber Drivers Into Arbitration
September 25, 2018
Dealbook
When Banks Won’t Stop Money Laundering
September 25, 2018
Delaware Business Litigation Report
Delaware Chancery Rescinds LLC Agreement for Fraud
September 25, 2018
Cleary M&A Watch
The Latest in German M&A
September 25, 2018
D&O Diary
When Is Later Lawsuit “Interrelated” With SEC Probe?
September 25, 2018
PubCo @ Cooley
Reports of Universal Proxy Death Premature?
September 24, 2018
Jim Hamilton's World
SEC May Clarify Reporting Exemption
September 24, 2018
Delaware Corporate & Commercial Litigation Blog
Two New Delaware Chancery Nominations
September 24, 2018
Davis Polk Briefing
SeaWorld Gets Dunked for Denying Film’s Bad Connotations
September 24, 2018
Davis Polk Fin-Reg Reform
The Latest on Russia Sanctions
September 24, 2018
Reuters
UK Opposition Leader Would Back Second Brexit Vote
September 23, 2018
D&O Diary
Dutch Court OKs Petrobras Claim Jurisdiction
September 23, 2018
Davis Polk Briefing
SEC Sets Proxy Process Roundtable
September 23, 2018
Davis Polk Fin-Reg Reform
New York AG Weighs In on Cryptocurrency Exchanges
September 23, 2018
Business Law Prof Blog
How Sexism Distorts Business Judgment
September 23, 2018
PubCo @ Cooley
SEC Provides Hurricane Florence Relief
September 20, 2018
Jim Hamilton's World
NY AG Finds Cryptocurrency Exchanges Vulnerable
September 20, 2018
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Explains Expectations for Counsel
September 20, 2018
Davis Polk Briefing
ISS Releases Responses to Policy Survey
September 20, 2018
Business Law Prof Blog
Why Shareholder Value Theory Doesn’t Require Evil
September 20, 2018
D&O Diary
Top Tips on Insurance for Coin Offering Issuers
September 19, 2018
The National Law Review
SEC Warns Tardy Whistleblowers
September 19, 2018
PubCo @ Cooley
SEC Advisory Committee Talks Proxy Plumbing
September 19, 2018
Jim Hamilton's World
SEC Commissioner Urges “Humility” in Cryptocurrency Regulation
September 19, 2018
Davis Polk Briefing
Senator Offers Bill Requiring Climate Risk Disclosure
September 19, 2018
Jim Hamilton's World
SEC Advisory Committee Endorses Universal Proxy, Blockchain
September 18, 2018
Davis Polk Fin-Reg Reform
Should Banks Shed Their Holding Company Structures?
September 18, 2018
Business Law Prof Blog
More on Nike’s Board and the Kaepernick Ad
September 18, 2018
Appraisal Rights Litigation Blog
On “Fair Value” in Appraisal, the Question is When
September 18, 2018
Akin Gump's Deal Diary
Update on SEC Enforcement and Litigation Over Cryptocurrency
September 18, 2018
Reuters
Cigna Deal Gets Trustbuster OK
September 17, 2018
Professor Bainbridge
Is Duty of Loyalty Shrinking?
September 17, 2018
Jim Hamilton's World
Lawmakers Say SEC Regulation Best Interest Falls Short
September 17, 2018
Davis Polk Fin-Reg Reform
Update on Financial Regulatory Leaders
September 17, 2018
Business Law Prof Blog
How to Become Literate in Blockchain
September 17, 2018
Delaware Business Litigation Report
Are Post-Merger Facts Relevant?
September 16, 2018
Washington Post
Seahawks Sign Insider-Trading Linebacker
September 16, 2018
Securities Regulation and Corporate Governance Monitor
What 10-Q Filers Must Remember
September 16, 2018
Davis Polk Briefing
SEC Chair Clarifies Staff Views and Statements
September 16, 2018
Business Law Prof Blog
SEC’s Proposed Disclosure Rules Unhelpful
September 16, 2018
Truth on the Market
Calm Down About Common Ownership
September 13, 2018
Davis Polk Briefing
SEC Rescinds Letters on Proxy Advisers
September 13, 2018
Davis Polk Fin-Reg Reform
Regulators Boost Crypto Firm Enforcement
September 13, 2018
Corporate & Securities Law Blog
Update on Watchdogs’ View of Digital Securities
September 13, 2018
Business Law Prof Blog
Does Nike’s Kaepernick Ad Test Business Judgment Rule?
September 13, 2018
Securities and Exchange Commission
SEC Cracks Down on ICO “Superstore”
September 12, 2018
PubCo @ Cooley
Global Industry Classification Standard Changes
September 12, 2018
Jim Hamilton's World
SEC Tick Size Pilot Expires
September 12, 2018
Securities Regulation and Corporate Governance Monitor
Criminal Securities Fraud Case on ICOs Survives
September 12, 2018
Norton Rose Fulbright
Canadian M&A High on Pot Deals
September 12, 2018
Reuters
U.S. Regulators Nix Wells Fargo Customer Repayment Plan
September 11, 2018
Bloomberg
U.S. Judge Rules Securities Law Covers Initial Coin Offerings
September 11, 2018
Jim Hamilton's World
SEC Suspends Trading in Virtual Currency Trackers
September 11, 2018
Davis Polk Fin-Reg Reform
FTC Moves Into Fintech Enforcement
September 11, 2018
Appraisal Rights Litigation Blog
Creating Appraisal by Contract
September 11, 2018
Reuters
Consumers’ Inflation Expectations Soar
September 10, 2018
Dealbook
Volvo’s IPO Worries Go Beyond Trade War
September 10, 2018
Jim Hamilton's World
CFTC Chair Urges EU Counterparts to Cooperate
September 10, 2018
Davis Polk Fin-Reg Reform
Mobile-Only Bank Gets Conditional National Bank Charter
September 10, 2018
Reuters
VW Faces $10.7 Billion Investor Suit
September 9, 2018
CNBC
Short Seller Sues Tesla, Musk
September 9, 2018
D&O Diary
Cryptocurrencies: To Insure or Not?
September 9, 2018
Securities and Exchange Commission
Two SEC Whistleblowers Get Over $54 Million
September 9, 2018
PubCo @ Cooley
Would Semiannual Reporting Affect Costs?
September 9, 2018
Business Law Prof Blog
The Risks of Nike’s Kaepernick Marketing
September 9, 2018
Reuters
GOP Seeks Fix for Lost State and Local Tax Deduction
September 6, 2018
Jim Hamilton's World
Senate Confirms New SEC Commissioner
September 6, 2018
PwC Blog
Speed Counts in M&A Transitions
September 6, 2018
Business Law Prof Blog
FINRA Taps Institutional Investor as Public Governor
September 6, 2018
Reuters
NAFTA Talks Make Progress
September 5, 2018
D&O Diary
Australia Discovers Securities Suits on Cyber Issues
September 5, 2018
Jim Hamilton's World
First ALJ Ruling Comes After Supreme Court Slap of SEC Judges
September 5, 2018
Delaware Corporate & Commercial Litigation Blog
Brett Kavanaugh Talks Delaware Corporate Law
September 5, 2018
Davis Polk Briefing
New York City Comptroller Amps Up Board Diversity Push
September 5, 2018
Bloomberg
Tesla Investors Needn’t Sweat an SEC Ban
September 4, 2018
PubCo @ Cooley
FASB Reinstates “Materiality” Definition
September 4, 2018
Jim Hamilton's World
Praise for Letting Companies Decide on Global Financial Reporting Standards
September 4, 2018
Davis Polk Briefing
SEC Mulls Capital-Raising Measures
September 4, 2018
Appraisal Rights Litigation Blog
Even Romania Has Appraisal Rights
September 4, 2018
Reuters
Delaying NAFTA Is Win-Win-Win
September 3, 2018
Professor Bainbridge
Delaware Immune to California Board Diversity Law
September 3, 2018
Davis Polk Fin-Reg Reform
OCC Offers Community Reinvestment Reform
September 3, 2018
Appraisal Rights Litigation Blog
The Latest on Cayman Islands Appraisal
September 3, 2018

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