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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

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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Brian Tayan

Corporate Governance, Systemic Organizational Risk, and the Curious Case of the Residential Solar Industry

By David F. Larcker and Brian Tayan December 11, 2024 by Brian Tayan

The concept of systemic organizational risk is critically important in corporate governance. It arises when multiple points of potential failure take root in an organization or industry. When a breakdown occurs, it inflicts significant cost and damage. For this reason, …

What Does CEO Turnover Data Tell Us About Succession Planning?

By David F. Larcker, Brian Tayan and Edward M. Watts April 28, 2022 by Brian Tayan

Over the past several decades, researchers have taken a serious look at the quality of CEO succession planning at publicly traded corporations. The results have not been encouraging. The evidence suggests that many companies are slow to terminate an under-performing …

Are Executives Really “Penny Wise and Pound Foolish” About ESG?

By David F. Larcker and Brian Tayan July 26, 2019 by Brian Tayan

Critics of the shareholder-primacy model assert that it is flawed because it encourages managers to adopt a myopic view of profit generation that forgoes necessary investment and creates externalities borne by society. These critics argue that greater attention should be …

Are CEOs a Dime a Dozen or Worth Their Weight in Gold?

By Nicholas Donatiello, David F. Larcker and Brian Tayan December 13, 2017 by Brian Tayan

In recent years, there has been considerable criticism of the amount of money that CEOs earn to run the largest U.S. companies. Governance researchers have expended considerable resources examining executive compensation in an effort to determine whether pay levels are …

Gadflies at the Gate: Why Do Individual Investors Sponsor Proxy Resolutions?

By David F. Larcker and Brian Tayan August 30, 2016 by Brian Tayan

Individual investors are active participants in the shareholder resolution process. According to Proxy Monitor, shareholder proposals sponsored by individual investors represent approximately one-quarter of the total number of shareholder resolutions voted on each year.[1] During the 10-year period 2006-2015, individual …

CEO Pay, Performance, and Value Sharing

By Nicholas Donatiello, David F. Larcker and Brian Tayan May 18, 2016 by Brian Tayan

We recently published a paper on CEO compensation and value sharing between executives and shareholders. The paper is available here.

CEO compensation is a controversial subject that evokes considerable debate on whether public company CEOs are paid correctly relative …

What Can For-Profit and Nonprofit Boards Learn from Each Other?

By Nicholas Donatiello, David F. Larcker and Brian Tayan June 3, 2015 by Brian Tayan

We recently published a paper on lessons that for-profit and nonprofit directors can learn from one another about improving organizational governance. The full paper is available here.

For-profit and nonprofit organizations exist for different reasons: for-profits to generate a …

The Ideal Proxy Statement

By David F. Larcker and Brian Tayan March 24, 2015 by Brian Tayan

We recently published a study (“2015 Investor Survey: Deconstructing Proxy Statements”) in collaboration with RR Donnelley and Equilar that examines how institutional investors use the information in corporate proxies to make voting and investment decisions. Full results are available here…

Professional Coaching and Advising of Senior Executives

By David F. Larcker and Brian Tayan August 29, 2013 by Brian Tayan

Professor David Larcker is Morgan Stanley Director of the Center for Leadership Development and Research at the Stanford Graduate School of Business.  Brian Tayan is a researcher in the center.  They are co-authors of the book A Real Look at …

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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
Apple to Redo iPhone Over 3 Years
August 24, 2025
New York Times
What Does AI Sell-Off Portend?
August 24, 2025
The Governance Beat
Nevada Steps Toward Business Court
August 24, 2025
D&O Diary
When Must CEO Illness Be Disclosed?
August 24, 2025
King & Spalding
SEC Focusing on Retail Investor Fraud
August 24, 2025
Reuters
Fintech Firm Aspiration’s Co-Founder Pleads Guilty to Defrauding Investors
August 21, 2025
Wall Street Journal
Tariffs Rise, Walmart Wins Shoppers
August 21, 2025
Bloomberg
DOJ Urges Fed Governor’s Ouster
August 21, 2025
D&O Diary
NY Court Affirms Trump Civil Fraud Ruling, Vacates Massive Damages
August 21, 2025
Sidley Enhanced Scrutiny
Chancery Nixes Claims Against Directors for Not Probing Past Misconduct
August 21, 2025
Securities and Exchange Commission
SEC Names New Enforcement Chief
August 21, 2025
New York Times
Deal Would Value ChatGPT at $500 Bln
August 20, 2025
The Governance Beat
Texas Proxy Adviser Law Almost Live
August 20, 2025
The Block
SEC Chair Says Few Tokens Securities
August 20, 2025
Deal Lawyers.com
Delaware OKs Obscure DGCL Changes
August 20, 2025
Corporate & Securities Law Blog
Second Circuit Vacates Fraud Conviction in First Crypto Insider Trading Case
August 20, 2025
Reuters
US Seeks Equity in Intel for Cash Grants
August 19, 2025
Bloomberg
Meta Restructures AI Group Again
August 19, 2025
D&O Diary
Risk of AI Deepfake Attacks Grows
August 19, 2025
Wall Street Journal
SEC Fines Private Equity Firm TZP
August 19, 2025
M&A/PE Quarterly
“Entire Fairness” Cases Unpredictable
August 19, 2025
Freshfields' A Fresh Take
Recent Cases Offer First Look at New FCPA Enforcement Priorities
August 18, 2025
The Governance Beat
Board Agendas Getting Too Routine
August 18, 2025
D&O Diary
Losing the Face of the Company Quickly Leads to Securities Suits
August 18, 2025
PubCo @ Cooley
California Supreme Court Backs Delaware Forum-Selection Clauses
August 18, 2025
Deal Lawyers.com
Chancery Nixes Typical Non-Compete
August 18, 2025
Wall Street Journal
Disney’s Marvel Abandons Georgia
August 17, 2025
Dealbook
Corporate Governance’s Wild West
August 17, 2025
D&O Diary
CSR Score Can Mask Corporate Fraud
August 17, 2025
Bloomberg
SEC Sues IR Exec for Insider Trading
August 17, 2025
Business Law Prof Blog
Update: Texas, Nevada Reincorporation
August 17, 2025
Reuters
Senators Seek Meta Probe of AI Policy
August 14, 2025
Wall Street Journal
401(k)s More Tied to Stocks Than Ever
August 14, 2025
Bloomberg
Trump Administration Mulls Intel Stake
August 14, 2025
The Governance Beat
Glass Lewis Issues Annual Policy Benchmark Survey: The Primary Topics
August 14, 2025
Securities Regulation and Corporate Governance Monitor
SEC Launches Capital Markets Stats
August 14, 2025
Reuters
US Puts Trackers in AI Chip Shipments
August 13, 2025
Wall Street Journal
NY AG Revives CFPB’s Zelle Suit
August 13, 2025
New York Times
Do Kwon Pleads Guilty to Fraud
August 13, 2025
Bloomberg
SEC’s Peirce: Let Markets Sort Tokens
August 13, 2025
U.S. Treasury
CFIUS Issues Annual Congress Report
August 13, 2025
Delaware Business Litigation Report
Chancery Nixes Restrictive Worker Covenants for Lack of Consideration
August 12, 2025
The Governance Beat
Antitrust Regulators Suggest When Shareholder Engagement Is an Issue
August 12, 2025
D&O Diary
Securities Suit Follows FCA Claim
August 12, 2025
Bloomberg
SEC Investment Adviser Rule Teeters
August 12, 2025
Business Law Prof Blog
Two More Firms Flee to Texas, Nevada, but Delaware Still Hugely Popular
August 12, 2025
Bloomberg
Terraform’s Do Kwon May Plead Guilty
August 11, 2025
Reuters
Trump, Intel CEO in Crucial Meeting
August 11, 2025
Wall Street Journal
Trump to Name BLS Critic as Its Head
August 11, 2025
The Governance Beat
EU Issues Proposed and Updated Sustainability Reporting Standards
August 11, 2025
LinkedIn
SEC Gag Rule Is Hobson’s Choice
August 11, 2025
Dealbook
Stage Set for More Big Media Deals
August 10, 2025
Freshfields' A Fresh Take
FTC Challenges Edwards Lifesciences-JenaValve Technology Deal
August 10, 2025
D&O Diary
Beware FCA in Cybersecurity Cases
August 10, 2025
Sidley Enhanced Scrutiny
Chancery Says Fair Disclosure Enough
August 10, 2025
Bloomberg
Ripple and SEC Drop Appeal
August 10, 2025
Cleary M&A Watch
Court OKs Antitrust Suit Against BlackRock, Vanguard, and State Street
August 7, 2025
Delaware Business Litigation Report
Chancery Says Plaintiff Failed to Claim Stockholder Vote Not Fully Informed
August 7, 2025
Bloomberg
SEC’s “No Deny” Policy Can Continue
August 7, 2025
Bloomberg
Trump to Open 401(k)s to Private Assets
August 7, 2025
Fried Frank News & Insight
Chancery Drives Home Due Diligence
August 7, 2025
Bloomberg
Advisers Push for Temp as Fed Governor
August 6, 2025
D&O Diary
Meta Derivative Litigation Hits Reputation Risk Governance
August 6, 2025
Securities and Exchange Commission
Commissioner Peirce Discusses Financial Privacy in the Digital Age
August 6, 2025
Law.com
SEC to Shrink FCPA Enforcement, Too
August 6, 2025
Deal Lawyers.com
Chancery Says Breach of Purchase Agreement Not Enough to Nix Earnout
August 6, 2025
Bloomberg
Musk Seeks Tesla Stock Case Dismissal
August 5, 2025
The Governance Beat
Top 10 XBRL Errors for Forms 10-K
August 5, 2025
D&O Diary
Securities-Suit Filings Hit Highs, Lows
August 5, 2025
The Block
Project Crypto Rewrites Wall Street Rules
August 5, 2025
Deal Lawyers.com
Surrounding Circumstances Can Show Proper Purpose in Books & Records Case
August 5, 2025
Reuters
Global M&A Hits $2.6 Trln Peak to Date
August 4, 2025
Delaware Business Litigation Report
Chancery Says Demand Futility Not Pled in Suit over Controller’s Equity Grant
August 4, 2025
New York Times
Silicon Valley Enlists in Business of War
August 4, 2025
Securities and Exchange Commission
SEC Touts Task Force for Using AI
August 4, 2025
Business Law Prof Blog
Third Circuit: Markets Sort of Efficient
August 4, 2025
Bloomberg
Microsoft Hits $4 Trillion Market Cap
July 31, 2025
Reuters
UnitedHealth Revamps C-Suite Again
July 31, 2025
New York Times
AI Researchers Paid Like NBA Stars
July 31, 2025
The Governance Beat
SEC Makes Reg A Offerings Easier
July 31, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Narrows Acquirers’ Aiding, Abetting Liability
July 30, 2025
Wall Street Journal
Ford Takes $800 Million Tariff Hit
July 30, 2025
SDNY Blog
Judge Dumps Trump Copyright Suit
July 30, 2025
New York Times
White House Urges Pro-Crypto Rules
July 30, 2025
Business Law Prof Blog
Delaware Supreme Court OKs Investor Request for Amazon Books, Records
July 30, 2025
Wall Street Journal
JPMorgan Chase Nears Deal to Take Over Apple Credit-Card Program
July 29, 2025
D&O Diary
SEC OKs Fewer Whistleblower Claims
July 29, 2025
Bloomberg
SEC Overhauls PCAOB Leadership
July 29, 2025
Yahoo Finance
U.S. Appeals Court Strikes Down SEC Rule on “Audit Trail” Funding
July 29, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Declines to Appoint Receiver for Dissolved LLC
July 29, 2025
Bloomberg
EPA to Undo Greenhouse Gas Rules
July 28, 2025
Reuters
U.S., China Hold Tariff-Truce Talks
July 28, 2025
Wall Street Journal
Trump Mulls Charging Patent Fee
July 28, 2025
Business Law Prof Blog
Caremark Duties in Tennessee?
July 28, 2025
Bloomberg
Companies Are Going Vertical Again
July 27, 2025
Dealbook
EU Nations Mull Issuing Joint Debt
July 27, 2025
D&O Diary
New Visa Policies Prompt Securities Suit
July 27, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Investor Suit Against X for Twitter Deal Losses
July 27, 2025
Corporate & Securities Law Blog
Forum Selection OK Even If Right to Jury Trial Lost, California Court Says
July 27, 2025

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