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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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Jeffrey N. Gordon

What the Paramount Global Shareholders Are Rooting For

By Jeffrey N. Gordon July 8, 2025 by Jeffrey N. Gordon

On July 1, Paramount Global settled the lawsuit brought by President Trump claiming personal harm from alleged “election interference” in the editing of an interview with Kamala Harris by CBS News’ 60 minutes.  The agreement called for the company to …

Comment  

A Proposed Opt-In Feature for Delaware Senate Bill 21

By Eric Talley, Jeffrey N. Gordon and Stephen M. Bainbridge March 19, 2025 by Jeffrey N. Gordon
On March 18, a group of 26 corporate law and governance professors (including the three of us) co-signed a letter that was sent to the Delaware General Assembly and called for a pragmatic resolution to the debate over Senate Bill
…

Commitment and Optionality in the Control of Controlling Shareholders

By Jeffrey N. Gordon March 10, 2025 by Jeffrey N. Gordon

My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …

1 Comment  

Compulsion No, Opportunity Yes in the Delaware Law of Externalities

By Jeffrey N. Gordon December 23, 2024 by Jeffrey N. Gordon

One distinctive feature of the U.S. economy over recent decades has been the rise of the entrepreneur-dominated public company.  This development has  derived largely from the growth of private funding available through venture capital, so that initial public offerings have …

The Impending Financial Crisis  

By Jeffrey N. Gordon November 13, 2024 by Jeffrey N. Gordon

I teach a course on “Financial Crises/Regulatory Responses” with the economist Patrick Bolton. This course addresses the struggle to establish and maintain financial stability, an apex goal of the financial system.  Last week, I told the students that by the …

2 Comments  

Unbundling Climate Change Risk from ESG

By Jeffrey N. Gordon July 26, 2023 by Jeffrey N. Gordon

Perhaps the most important current development in corporate governance is the growing divide between the United States and the European Union on core questions of fiduciary duty when it comes to ESG.  I want to describe this growing divide, to …

A Way Out of the Banking Crisis: The Case for a New Style Prime Money Market Fund

By Jeffrey N. Gordon April 24, 2023 by Jeffrey N. Gordon

The best way out of the bank stability problem revealed by the run on Silicon Valley Bank – but spreading to other banks – may be a new style of prime money market fund (“MMF”) that, unlike existing prime MMFs, …

Financial Institution Innovation Needed in Silicon Valley

By Jeffrey N. Gordon March 20, 2023 by Jeffrey N. Gordon

The failure of Silicon Valley Bank to find a buyer opens up the possibility (and the need) for a new kind of bank that is focused on financial stability as well as the traditional banking functions of lending and running …

2 Comments  

Why the SEC’s Proposal for “Modernization of Beneficial Ownership Reporting” Is Flawed

By Jeffrey N. Gordon June 28, 2022 by Jeffrey N. Gordon

Last February, the Securities and Exchange Commission proposed to “modernize” the reporting of beneficial ownership of a company’s stock under section 13(d) of the 1934 Securities Exchange Act.  As I explained in a recent comment letter to the SEC, the …

The Twitter Board Bears Personal Responsibility for a Bad Outcome in the Twitter Sale

By Jeffrey N. Gordon May 5, 2022 by Jeffrey N. Gordon

Let’s be clear about this: The Twitter board was under no legal compulsion to accept Elon Musk’s offer for the company and, from a corporate governance structural point of view, was in an unassailable position until the 2024 shareholders meeting.  …

3 Comments  

Corporate Vote Suppression: A Counter-Response to Eric Robinson

By Jeffrey N. Gordon September 1, 2021 by Jeffrey N. Gordon

I appreciate the engagement by long-term pill observer Eric Robinson with my Corporate Vote Suppression piece. I am also glad that he agrees that the pill in The Williams Companies Shareholder Litigation ought to be struck down, though he narrowly …

Corporate Vote Suppression: The Anti-Activist Pill in The Williams Companies Stockholder Litigation

By Jeffrey N. Gordon August 19, 2021 by Jeffrey N. Gordon

The Delaware Supreme Court has before it a case that could dramatically reshape corporate governance in the United States.  The case, The Williams Companies Stockholder Litigation, addresses the legitimacy of an “anti-activist pill” whose particularly aggressive features would severely …

Corporate Governance, the Depth of Altruism, and the Polyphony of Voice

By Jeffrey N. Gordon July 27, 2021 by Jeffrey N. Gordon

This post responds to the paper, Exit vs. Voice, by Eleonora Broccardo, Oliver Hart, and Luigi Zingales (BHZ),[1] a deep engagement with the choice between alternative means by which an “altruistic” investor can influence corporate behavior.  An “altruistic” investor …

The Valuation and Governance Bubbles of Silicon Valley

By Jesse M. Fried and Jeffrey N. Gordon October 10, 2019 by Jeffrey N. Gordon

The rise and fall of The We Company IPO bubble is one of those events that, like the subprime mortgage bubble that preceded the financial crisis, calls for an examination of market structures that could have produced such a precipitous …

1 Comment  

Addressing Economic Insecurity: Why Social Insurance Is Better Than Corporate Governance Reform

By Jeffrey N. Gordon August 21, 2019 by Jeffrey N. Gordon

The question that emerges from proposals to elevate a corporation’s “purpose,”[1] the call for co-determination in Senator Warren’s Accountable Capitalism Act and now the Business Roundtable’s purported elevation of stakeholder interests, is whether corporate governance is capable of …

Dual Class Common Stock: An Issue of Public and Private Law

By Jeffrey N. Gordon January 2, 2019 by Jeffrey N. Gordon

Professor Coffee’s two CLS Blue Sky Blog pieces on dual class common stock (here and here) provide a welcome stimulus for further reflection.

The debate over dual class common arises at the hinge of public law vs. private …

1 Comment  

How Europe Can Survive Without Introducing Sovereign Debt Limits

By Jeffrey N. Gordon and Wolf-Georg Ringe May 31, 2016 by Jeffrey N. Gordon

EU financial policymakers appear to be once more in a deadlock situation over proposals to limit the sovereign risk exposure of European banks. The strong exposure of some banks in the southern European periphery in their national sovereign’s debt was …

Shareholder Activism, the Short-Termist Red-Herring, and the Need for Corporate Governance Reform

By Jeffrey N. Gordon March 28, 2016 by Jeffrey N. Gordon

The “meh” economy that accounts for some of the sourness in the American electorate is partly due to a design flaw in the US corporate governance system.  One proffered diagnosis is that  companies invest for the short term and are …

1 Comment  

Greece: What About the Banks?

By Jeffrey N. Gordon and W. Georg Ringe July 10, 2015 by Jeffrey N. Gordon

A recent news story gives us a sobering anecdote about the Greek crisis: a merchant who must conduct all his business in cash because he can neither receive credit card payments nor pay vendors with electronic transfers. This means that …

The Sotheby’s Poison Pill Case: The Plate Tectonics of Delaware Corporate Governance

By Ronald J. Gilson and Jeffrey N. Gordon May 15, 2014 by Jeffrey N. Gordon

The best part of a Delaware Chancery Court opinion is the first 30 or so pages. In most important cases, the opinion typically starts by telling a story – a detailed account of the people who figure in the dispute, …

2 Comments  
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