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  • John C. Coffee, Jr. – The Trump Indictment: Right Man, Wrong Crime Comment bubble 1 By John C. Coffee, Jr.
  • Climate Disclosure Line-Drawing and Securities Regulation By Virginia Harper Ho
  • Board Committee Charters and ESG Accountability By Lisa M. Fairfax
  • Asset Managers as Regulators Comment bubble 1 By Dorothy S. Lund
  • Reforming the Macroprudential Regulatory Architecture in the United States By Kathryn Judge and Anil Kashyap
  • Predicting the Unpredictable: What Will Musk Do Next? By John C. Coffee, Jr.
  • Transnational Migration of Laws and Norms in Corporate Governance By Jennifer G. Hill
  • Does Common Ownership Really Prompt Managers to Compete Less? By Merritt B. Fox and Menesh S. Patel
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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Eric Talley

The Need for Engaged Governance During Existential Crises: The Case of Aerojet Rocketdyne

By Eric Talley June 22, 2022 by Eric Talley

Engaged shareholder voting is often perceived as the linchpin of sound corporate governance. That reputation is well deserved: Even as corporate governance has broadened its sights of late to accommodate a wider set of stakeholders, the pivotal role of shareholders …

The Darwinian Dynamics of Contracting

By Matthew Jennejohn, Julian Nyarko and Eric Talley April 6, 2021 by Eric Talley

First-year law students typically learn that the terms of a contract represent a snapshot of the parties’ mutual intent, captured at the “magic moment” of contract formation. In reality, however, contractual sausage making is far messier than this idealized account …

How the Litigious Bird Caught the (Banque) Worm

By Sneha Pandya and Eric Talley February 24, 2021 by Eric Talley

The transactional plumbing of corporate debt payment systems is hardly where one expects to find watershed legal moments; and it usually lives up to that mundane reputation. But every so often, real disputes emerge, and they are often doozies. Such …

2 Comments  

Columbia’s Millstein Center Presents Global Investor-Director Survey on Climate Risk Management

By Jens Frankenreiter, Sophie L’Hélias, Nina Hodzic, Sneha Pandya and Eric Talley October 30, 2020 by Eric Talley

Changes in the global climate are having profound impacts on business operations, governance, and organizational management around the world. Boards of directors are searching for ways to account for these changes as they help guide their organizations, and investors are …

Racial Diversity and Corporate Governance: Assessing California’s New Board Diversity Mandate

By Courtney Murray and Eric Talley October 28, 2020 by Eric Talley

Corporate governance is historically perceived as a specialized, idiosyncratic and somewhat arcane field. But increasingly, it has come to serve as a lightning rod for broader public debates. Perhaps no moment underscores this trend more sharply than the 2020 …

A “Majeure” Update on COVID-19 and MAEs

By Matthew Jennejohn, Julian Nyarko and Eric Talley March 26, 2020 by Eric Talley

Beyond the extraordinary human toll it continues to exact, the coronavirus has thrown a pall of uncertainty over hundreds of corporate transactions that were signed and waiting to close at the pandemic’s onset. As we noted in our previous Blue …

Coronavirus Is Becoming a “Majeure” Headache for Pending Corporate Deals

By Matthew Jennejohn, Julian Nyarko and Eric Talley March 19, 2020 by Eric Talley

A folk proverb from the American West teaches that the most important ingredient of a successful rain dance is timing. And the timing couldn’t be worse for signed corporate deals hanging in the balance at the onset of the novel …

8 Comments  

Tesla, SolarCity, and Inherent Coercion

By Eric Talley, Anne M. Tucker and Jamie Brumberger February 7, 2020 by Eric Talley

Tesla notched a trifecta of (legal) headlines this week, with three inter-related developments coming out of the shareholder challenge to the firm’s 2016 purchase of SolarCity: a settlement, a summary judgment decision, and an almost-certain trial featuring testimony by none …

Law Professors Urge SEC to Revise Proxy Adviser Proposal

By Yoon-Ho Alex Lee, Matthew Spitzer and Eric Talley February 4, 2020 by Eric Talley

We write as legal scholars and economists who conduct research and teach in areas of corporate law, securities law, and administrative law. In addition, one of us has previously worked at the Securities and Exchange Commission (“Commission”) as a financial …

Corwin at a Crossroads: Could DVMT Stock Be the Tracker Jacker in Dell’s Hunger Games?

By Eric Talley September 25, 2018 by Eric Talley

Of all the conjured hazards faced by the teenage gladiators in the dystopian novel The Hunger Games, the Tracker Jacker (a genetically engineered wasp) was the most deadly and unpredictable when provoked. Dell Technologies Inc. may soon have to …

The Sky’s the Limit as Comcast and Fox Prepare for Battle at the Auction Block

By Albert Choi and Eric Talley September 21, 2018 by Eric Talley

For the last year, a heated ownership battle has been unfolding between Comcast and 20th Century Fox in their contest to acquire Sky PLC. Sky is Europe’s leading media company and the largest pay-TV broadcaster in the UK, with …

Appraisal Apprisal: Dell v. Magnetar

By Eric Talley and Jeffrey Gordon December 19, 2017 by Eric Talley

On December 14, the Delaware Supreme Court issued its much-anticipated opinion in the appraisal proceeding from the 2013 acquisition of Dell Inc.[1] Along with August’s DFC Global opinion,[2] the court’s pronouncements in Dell will have lasting effects on …

Appraisal Arbitrage and Shareholder Value

By Scott Callahan, Darius Palia and Eric Talley December 14, 2017 by Eric Talley

Post-merger appraisal rights[1] have attracted more than their fair share of controversy in recent years.  When activated, appraisal rights give the shareholders of a Delaware target corporation[2] the option to eschew the consideration of the proposed deal, pursuing …

Law and Corporate Governance

By Robert Bartlett and Eric Talley August 14, 2017 by Eric Talley

Few research topics over the last two decades have proven as alluring and elusive as corporate governance.  Its allure is self-evident: Since the turn of the 21st century, a growing number of pundits, commentators, and scholars have argued that high …

SCOTUS Just Invented Unlikely Sentry Against Corporate Tax Inversions: Patent Trolls

By Eric Talley May 24, 2017 by Eric Talley

Tax regulators and acquisition sponsors have long been embroiled in a cat and mouse game in the context of corporate inversions—cross-border transactions in which a U.S.-incorporated public corporation is “acquired” by a foreign entity, and the survivor’s locus of incorporation …

2 Comments  

When Fiduciary Duties and Entrepreneurial Innovation Collide: AngioScore v. TriReme

By Eric Talley July 13, 2015 by Eric Talley

Some legal rights and obligations are so venerated and longstanding that they have become virtual absolutes—categorical imperatives that trump other less urgent considerations. But what happens when two such absolutes collide? This was a question that the US District Court …

Tax Inversions and Regulatory Competition

By Eric Talley November 3, 2014 by Eric Talley

The following post comes to us from Eric L. Talley, The Rosalinde and Arthur Gilbert Foundation Professor of Law at the University of California, Berkeley, School of Law. It is based on a recent working paper, “Corporate Inversions and the …

1 Comment  

Hobby Lobby and Closely Held Corporations

By Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin McCrary, Steven Davidoff Solomon and Eric Talley October 13, 2014 by Eric Talley

The following post reproduces the text of a letter written by a group of corporate law professors at the University of California, Berkeley, School of Law in response to the U.S. Department of Health & Human Services’ request for comments …

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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
Nvidia Briefly Joins $1 Trillion Club
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D&O Diary
AI Far From Ready to Replace Lawyers
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Wall Street Journal
Elizabeth Holmes Finally Goes to Prison
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Bloomberg
Winklevoss Twins Seek Foreign Reset
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PubCo @ Cooley
SEC Clarifies Rule 10b5-1 Defense
May 30, 2023
Dealbook
Lazard Names Peter Orszag New CEO
May 29, 2023
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Update on SPAC-Related Litigation
May 29, 2023
Bloomberg
Only Third of Earnings Guidance Accurate
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Wall Street Journal
Ex-Theranos CEO Stirs Inmate Interest
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Business Law Prof Blog
SEC Climate Rules Face Speech Challenges Before Even Taking Effect
May 29, 2023
Bloomberg
Shaq Served FTX Suit at NBA Game
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Wall Street Journal
“No Bears Allowed” at Bitcoin Confab
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Jim Hamilton's World
No IPOs for Second Straight Week
May 25, 2023
Deal Lawyers.com
Delaware Chancery Clarifies “Substantially All” in Asset Deal Case
May 25, 2023
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SEC Changes Its Speech Disclaimer
May 25, 2023
Reuters
Meta Slashes Business Teams in Layoffs
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Dealbook
DeSantis Shows Twitter Is Moving Right
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D&O Diary
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How to Future Proof Boards
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Delaware Chancery Grapples With Contract Freedom v. Fiduciary Duties
May 23, 2023
Dealbook
AI-Generated Spoof Rattles Markets
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Truth on the Market
How Much Info Do Markets Require?
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Sidley Enhanced Scrutiny
Delaware Chancery Nixes Corwin for Post-Closing Injunctive Relief Claims
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Jim Hamilton's World
Third Circuit Upholds SEC Decision to Deny Whistleblower Award
May 23, 2023
Dealbook
EU Fines Meta $1.3 Bln Over Privacy
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D&O Diary
SPAC-Linked Shareholder Suits Reemerge in 2023
May 22, 2023
Bloomberg
FX Boss Convicted of Fraud Over Fake London Investment Firm
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Bloomberg
Court Unseals Opinion in Carson Block Whistleblower Case
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Deal Lawyers.com
UBS, Credit Suisse Risks Disclosed
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New York Times
E-Sports World Starting to Teeter
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New York Post
Javice Indicted in JPMorgan Fraud
May 21, 2023
Reuters
FTX Seeks Embed Deal Clawback
May 21, 2023
Jim Hamilton's World
Court Nixes California Board Diversity Law
May 21, 2023
Deal Lawyers.com
Delaware Chancery Rules Potential for Control Won’t Trigger Entire Fairness
May 21, 2023
D&O Diary
What’s Worrying Risk Management Pros
May 18, 2023
Bloomberg
Robinhood Settles Hacked Accounts Suit
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Reuters
Elizabeth Holmes Finally Prison Bound
May 18, 2023
PubCo @ Cooley
SEC Climate Rules Delayed Until Fall
May 18, 2023
Jim Hamilton's World
SEC OKs Proposed Risk Management Rules for Clearing Agencies
May 18, 2023
FCPA Professor
Not Much Yet from SEC on FCPA
May 17, 2023
Wall Street Journal
FTX Investors Can’t Find Shaq
May 17, 2023
Bloomberg
UK Lawmakers Want Crypto and Bitcoin Treated Like Gambling
May 17, 2023
Securities and Exchange Commission
SEC Accuses Microcap Firm of Fraud
May 17, 2023
PubCo @ Cooley
Accounting Enforcement on the Rise
May 17, 2023
D&O Diary
Covid-Linked Securities Suit Hits Disney
May 16, 2023
The Guardian
Michael Lewis Writing Book About SBF
May 16, 2023
Bloomberg
SEC Says Too Busy to Answer Coinbase
May 16, 2023
NBC News
Musk Still Needs a “Twitter Sitter”
May 16, 2023
Jim Hamilton's World
FERC Becomes ESG Battleground
May 16, 2023
Bloomberg
Some Crypto Firms Lack Boards, Audits
May 15, 2023
Bloomberg
CME CEO Threatens to Leave Chicago
May 15, 2023
CNBC
Crypto Firms Playing Poker With SEC
May 15, 2023
CoinDesk
Binance Exits Canada over Regulation
May 15, 2023
PubCo @ Cooley
U.S. Chamber of Commerce Sues SEC Over Share Repurchase Rules
May 15, 2023
Reuters
Argentina to Up Rates as Inflation Soars
May 14, 2023
Securities and Exchange Commission
Records Flaws Fell HSBC, Scotia Capital
May 14, 2023
CNBC
Autonomy Founder Extradited to U.S.
May 14, 2023
Jim Hamilton's World
Culture Wars Mar House ESG Hearing
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Business Law Prof Blog
Chancery Gives Caremark Another Twist
May 14, 2023
Bloomberg
More Regulatory Probes Hit Robinhood
May 11, 2023
CoinDesk
IRS Files $44 Billion FTX Claim
May 11, 2023
PubCo @ Cooley
Will Chevron Deference Survive?
May 11, 2023
Activist Investor Blog
Activist Again Wins Universal Proxy Vote
May 11, 2023
Corporate & Securities Law Blog
Private Equity Under Antitrust Scrutiny
May 11, 2023
D&O Diary
Kraft Heinz Settles Shareholder Litigation for $450 Million
May 10, 2023
Wall Street Journal
Miami’s Crypto Love Affair Sours
May 10, 2023
Reuters
Prosecutors Eye Bank Share Short Sales
May 10, 2023
Associated Press
Judge Nixes Block Shareholder Suit over Online Music Deal
May 10, 2023
Corporate & Securities Law Blog
NY AG’s Bill Seeks Order in Crypto Biz
May 10, 2023
New York Times
SBF Seeks to Dismiss Charges
May 9, 2023
Wall Street Journal
Scotus Case Imperils SEC Climate Rule
May 9, 2023
Financial Times
Who Is the $279 Mln Whistleblower?
May 9, 2023
Bloomberg
Ex-Coinbase Manager Sentenced to Two Years for Insider Trading
May 9, 2023
Jim Hamilton's World
SEC Brings First Liquidity-Rule Case
May 9, 2023
Yahoo Finance
Binance Faces Russia Sanctions Probe
May 8, 2023
Breakingviews
SEC Silent Too Long on Crypto Rules
May 8, 2023
Bloomberg
JPMorgan Must Pay Javice Legal Fees
May 8, 2023
Jim Hamilton's World
SEC Finds Leveraged ETFs Bamboozled Investment Adviser
May 8, 2023
Delaware Business Law
Delaware Chancery Addresses Stockholder Covenant Not to Sue
May 8, 2023
Bloomberg
SEC Probes Republic Bank Exec Trades
May 7, 2023
Securities and Exchange Commission
SEC Pays Record Whistleblower Award
May 7, 2023
New York Times
Theranos Founder Holmes Opens Up
May 7, 2023
Jim Hamilton's World
Can Bankruptcy Nix Whistleblower Pay?
May 7, 2023
Business Law Prof Blog
Ten Questions for Lawyers About AI
May 7, 2023
Reuters
Officials Eye Bank Share Manipulation
May 4, 2023
Bloomberg
Coinbase Faces Off Against SEC
May 4, 2023
FCPA Blog
Stryker Discloses New FCPA Probe
May 4, 2023
PubCo @ Cooley
SEC OKs Stock Buyback Final Rules
May 4, 2023
Jim Hamilton's World
SEC Approves Form PF Amendments
May 4, 2023
Dealbook
Short Seller Goes After Carl Icahn
May 3, 2023
Reuters
DeSantis Signs Sweeping Anti-ESG Bill
May 3, 2023
Bloomberg
UK to Ban Cold Calls Selling Crypto
May 3, 2023
New York Post
AOC, Gaetz Push Congress Trading Ban
May 3, 2023
PubCo @ Cooley
How Firms React to Anti-ESG Efforts
May 3, 2023
Truth on the Market
AI’s Variety Confounds EU Regulation
May 2, 2023
Dealbook
Wall Street Fears More Bank Troubles
May 2, 2023
Reuters
Scotus Mulls Whistleblower Retaliation
May 2, 2023
Wall Street Journal
Crypto Exchange Fined for Sanctions Breach
May 2, 2023
Bloomberg
Crackdown Would Do Crypto Good
May 2, 2023
Reuters
American Air Pilots OK Strike Mandate
May 1, 2023
Cooley M&A
EU’s Top Court Says No Deals “Off the Table” for Merger Review
May 1, 2023
Dealbook
JPMorgan Returns as Bank Rescuer
May 1, 2023
Bloomberg
Whistleblowers on $1 Billion Fraud Denied SEC Windfall
May 1, 2023
Jim Hamilton's World
SEC Reopens Comment Period for New Beneficial Ownership Rule
May 1, 2023
D&O Diary
CBS Investor Suit Settles for $167.5 Mln
April 30, 2023
Coinbase
Coinbase Responds to SEC Wells Notice
April 30, 2023
CoinDesk
U.S. House Crypto Bill Imminent
April 30, 2023
Jim Hamilton's World
SEC Commissioner Calls for Expanding Accredited Investor Definition
April 30, 2023
Business Law Prof Blog
Delaware’s Laster Goes to War Over Producing Documents Under Section 220
April 30, 2023

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