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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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John C. Coffee, Jr.

Shadow SEC: The Value of an Independent SEC

By Joel Seligman, John Coates, John C. Coffee, Jr., James D. Cox, Jill E. Fisch and Merritt B. Fox February 24, 2025 by John C. Coffee, Jr.

Effective and well-designed laws governing investment and financial markets are the single most important foundation for financial markets to allocate capital efficiently while providing optimal reassurance to investors and lenders.  Strong empirical evidence shows the United States has a lower …

About Face: How Much of Current SEC Policy Will the Trump Administration Reverse?

By John C. Coffee, Jr. and Joel Seligman December 3, 2024 by John C. Coffee, Jr.

The future of the Securities and Exchange Commission (“SEC”) is currently uncertain. Given the Trump election, Republican majorities in both the House and Senate and soon at the SEC, we focus on what may happen next and, even more importantly, …

1 Comment  

John C. Coffee, Jr. – What Would a Trump Administration Mean for Securities Regulation?

By John C. Coffee, Jr. August 5, 2024 by John C. Coffee, Jr.

There can be no debate: The Administrative State has been scaled back. The rule-making powers of administrative agencies have clearly been curbed. Most blame the Supreme Court and particularly its decision in West Virginia v. EPA, 597 U.S. 697 …

John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements

By John C. Coffee, Jr. July 2, 2024 by John C. Coffee, Jr.

The Department of Justice (“DOJ”) must make a decision on Boeing – and fast. It has only until July 7 to take action under the Deferred Prosecution Agreement (“DPA”) it signed with Boeing in 2021. Newspaper accounts disagree on what …

John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime

By John C. Coffee, Jr. April 15, 2024 by John C. Coffee, Jr.

A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …

1 Comment  

John C. Coffee, Jr. and Joshua Mitts – Can Section 11 Be Saved?: Tracing a Path to Its Survival

By John C. Coffee, Jr. and Joshua Mitts December 6, 2023 by John C. Coffee, Jr.

In the wake of Slack Techs., LLC v. Pirani,[1] many have predicted that Section 11 of the Securities Act of 1933 will decline into a state of near irrelevance. Some have mourned this prospect in the belief that …

John C. Coffee, Jr. – The Trump Civil Trial: Has Anyone Looked at the Statute?

By John C. Coffee, Jr. November 21, 2023 by John C. Coffee, Jr.

The end is in sight for New York Attorney General Letitia James’ suit against Donald Trump, but the most important questions have still not been posed or addressed. Indeed, much has proceeded in the reverse of the usual order. The …

1 Comment  

John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow?

By John C. Coffee, Jr. November 1, 2023 by John C. Coffee, Jr.

Within a month, the U.S. Supreme Court will hear Harrington v. Purdue Pharma, L.P.,[1] a case that (i) could radically change the potential for bankruptcy to serve as the preferred mechanism for corporations seeking to resolve mass torts, …

John C. Coffee, Jr. – The Trump Indictment: Right Man, Wrong Crime

By John C. Coffee, Jr. April 10, 2023 by John C. Coffee, Jr.

This will be a cold-blooded, objective look at the Trump indictment by someone who can be fairly described as a “Trump-hater.” To date, in the outpouring of commentary on the Trump prosecution, efforts at moderation have been lacking. For example, …

1 Comment  

John C. Coffee, Jr.: The Indicting of Trump and How to Avoid the Pitfalls

By John C. Coffee, Jr. March 21, 2023 by John C. Coffee, Jr.

The indictments of Donald Trump have begun to come down. New York will be first, but Special Counsel Jack Smart in Washington and the district attorney in Fulton County, Georgia, (Fani Willis) could follow shortly.

Lest there be any doubt, …

1 Comment  

John C. Coffee, Jr.: The Blaszczak Bombshell and What It Will Mean

By John C. Coffee, Jr. January 26, 2023 by John C. Coffee, Jr.

United States v. Blaszczak[1] has long been a one-off case that did not fit the mold of the traditional insider trading prosecution, but now — following a 2-1 decision of the Second Circuit in December, reversing most of the …

A Beginner’s Guide to the SBF Prosecution: Where the Legal Issues Lie

By John C. Coffee, Jr. December 21, 2022 by John C. Coffee, Jr.

The spectacle of a shambling billionaire with an adolescent personality, an inconsistent memory, a fondness for using his depositors’ funds for his own personal purposes, and an eagerness to talk in self-destructive ways to the press has fascinated everyone. This …

Proxy Tactics Are Changing: Can Advance Notice Bylaws Do What Poison Pills Cannot?

By John C. Coffee, Jr. October 19, 2022 by John C. Coffee, Jr.

Military strategy and takeover strategy share a few things in common. At some point, generals and M&A lawyers each must recognize that the old technology no longer works as it did in the past and can no longer dominate the …

A New Twist in Twitter: Can Musk “Rely” on Zatko?

By John C. Coffee, Jr. October 5, 2022 by John C. Coffee, Jr.

As we get closer to the October 17th scheduled trial date for the Twitter lawsuit to compel Elon Musk to complete his proposed $44 billion acquisition of Twitter, the charges and allegations are getting wilder and woolier. Once, this was …

Twitter v. Musk: Where Are the Arbs?

By John C. Coffee, Jr. July 27, 2022 by John C. Coffee, Jr.

Every pundit and commentator has by now analyzed the ongoing battle between Elon Musk and Twitter over Musk’s attempt to walk away from their deal. Almost all of these evaluations have rated Twitter as having a considerably stronger case, because …

The Two-Front War on the Administrative State: How Far Will the Supreme Court Go?

By John C. Coffee, Jr. July 5, 2022 by John C. Coffee, Jr.

The hostility of at least a plurality of the Supreme Court to the Administrative State has become increasingly evident. This faction has been pursuing a two-front war: First, it has significantly curbed (or seems about to curb) the enforcement powers …

Predicting the Unpredictable: What Will Musk Do Next?

By John C. Coffee, Jr. May 25, 2022 by John C. Coffee, Jr.

What did business journalists do before the arrival of Elon Musk? In those by-gone days, their page in the newspaper was gray, dull, and strewn with statistics. Now, it is filled with a continuing soap opera, as exciting as the …

Unpacking the SEC’s Climate-Related Disclosures: A Quick Tour of the Issues

By John C. Coffee, Jr. March 29, 2022 by John C. Coffee, Jr.

[Editor’s Note: We present this and the following two pieces as a symposium on the U.S. Securities and Exchange Commission’s proposed climate-disclosure rules released on March 21, 2022.]

After a considerable delay, the SEC finally told us last week in …

The Most Dangerous Branch: Is the Supreme Court Dismantling the Administrative State?

By John C. Coffee, Jr. March 7, 2022 by John C. Coffee, Jr.

At first glance, the question posed above may sound slightly paranoid. Still, sometimes a measure of paranoia may be justified. In any event, this column is less a prediction of the future than a review of what is actually happening, …

Climate-Risk Disclosures and “Dirty Energy” Transfers: “Progress” Through Evasion

By John C. Coffee, Jr. January 25, 2022 by John C. Coffee, Jr.

At first glance, recent progress towards transparency in corporate climate-risk disclosures seems exceptional. Over 2,000 companies now publish annual reports showing their carbon emissions data (although most self-interestedly omit Scope 3 data). Many (including most recently ExxonMobil) have made a …

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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
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
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August 19, 2025
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SEC Fines Private Equity Firm TZP
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August 18, 2025
The Governance Beat
Board Agendas Getting Too Routine
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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
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Wall Street Journal
Disney’s Marvel Abandons Georgia
August 17, 2025
Dealbook
Corporate Governance’s Wild West
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D&O Diary
CSR Score Can Mask Corporate Fraud
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Bloomberg
SEC Sues IR Exec for Insider Trading
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Business Law Prof Blog
Update: Texas, Nevada Reincorporation
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Reuters
Senators Seek Meta Probe of AI Policy
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Wall Street Journal
401(k)s More Tied to Stocks Than Ever
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Bloomberg
Trump Administration Mulls Intel Stake
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The Governance Beat
Glass Lewis Issues Annual Policy Benchmark Survey: The Primary Topics
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Securities Regulation and Corporate Governance Monitor
SEC Launches Capital Markets Stats
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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
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Bloomberg
SEC’s Peirce: Let Markets Sort Tokens
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U.S. Treasury
CFIUS Issues Annual Congress Report
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Delaware Business Litigation Report
Chancery Nixes Restrictive Worker Covenants for Lack of Consideration
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The Governance Beat
Antitrust Regulators Suggest When Shareholder Engagement Is an Issue
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D&O Diary
Securities Suit Follows FCA Claim
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Bloomberg
SEC Investment Adviser Rule Teeters
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Business Law Prof Blog
Two More Firms Flee to Texas, Nevada, but Delaware Still Hugely Popular
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Bloomberg
Terraform’s Do Kwon May Plead Guilty
August 11, 2025
Reuters
Trump, Intel CEO in Crucial Meeting
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Wall Street Journal
Trump to Name BLS Critic as Its Head
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The Governance Beat
EU Issues Proposed and Updated Sustainability Reporting Standards
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LinkedIn
SEC Gag Rule Is Hobson’s Choice
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Dealbook
Stage Set for More Big Media Deals
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Freshfields' A Fresh Take
FTC Challenges Edwards Lifesciences-JenaValve Technology Deal
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D&O Diary
Beware FCA in Cybersecurity Cases
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Sidley Enhanced Scrutiny
Chancery Says Fair Disclosure Enough
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Bloomberg
Ripple and SEC Drop Appeal
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Cleary M&A Watch
Court OKs Antitrust Suit Against BlackRock, Vanguard, and State Street
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Delaware Business Litigation Report
Chancery Says Plaintiff Failed to Claim Stockholder Vote Not Fully Informed
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Bloomberg
SEC’s “No Deny” Policy Can Continue
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Bloomberg
Trump to Open 401(k)s to Private Assets
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Fried Frank News & Insight
Chancery Drives Home Due Diligence
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Bloomberg
Advisers Push for Temp as Fed Governor
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D&O Diary
Meta Derivative Litigation Hits Reputation Risk Governance
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Securities and Exchange Commission
Commissioner Peirce Discusses Financial Privacy in the Digital Age
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Law.com
SEC to Shrink FCPA Enforcement, Too
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Deal Lawyers.com
Chancery Says Breach of Purchase Agreement Not Enough to Nix Earnout
August 6, 2025
Bloomberg
Musk Seeks Tesla Stock Case Dismissal
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The Governance Beat
Top 10 XBRL Errors for Forms 10-K
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D&O Diary
Securities-Suit Filings Hit Highs, Lows
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The Block
Project Crypto Rewrites Wall Street Rules
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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
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New York Times
Silicon Valley Enlists in Business of War
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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
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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
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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?
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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
Wall Street Journal
Is AI Killing Google Search?
July 24, 2025
Cleary M&A Watch
How to Figure Pharma Earnout Damages
July 24, 2025
New York Times
Europe Nears U.S. Trade Deal
July 24, 2025
Deal Lawyers.com
Delaware Chancery Ruling Highlights Pitfalls in Proving Earnout Mistake
July 24, 2025
Business Law Prof Blog
Glass Lewis Sues Texas for New Law
July 24, 2025

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