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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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John C. Coffee, Jr.

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 …

Jack Weinstein: Last of the Mohicans?

By John C. Coffee, Jr. December 2, 2021 by John C. Coffee, Jr.

This is a speech that Professor Coffee is scheduled to deliver today as part of a webinar program that will pay tribute to Judge Jack Weinstein and will be presented jointly by Columbia Law School and the Institute of Judicial …

Congress and the Insider Trading Prohibition Act: “Can’t Anybody Here Play This Game?”*

By John C. Coffee, Jr. May 25, 2021 by John C. Coffee, Jr.

Last week, the House of Representatives passed the “Insider Trading Prohibition Act” (“ITPA”).[1] Proponents are hailing it as a triumph of bipartisan cooperation. Conversely, critics are calling it the “Insider Trading Protection Act.” This is because the bill codifies …

The Underside of Hedge Fund Activism: Looting the Pension Fund

By John C. Coffee, Jr. April 14, 2021 by John C. Coffee, Jr.

Hedge fund activism is a topic on which most law professors have closed their minds. They learned in student days that activist hedge funds are excellent agents of change that efficiently discipline managements at targeted firms and increase shareholder wealth. …

Game Over: How Best to Regulate Betting on Wall Street

By John C. Coffee, Jr. February 8, 2021 by John C. Coffee, Jr.

What a difference a week makes! Almost two weeks ago, the frenzied discussion of GameStop assumed that a proletarian revolution was in progress, that the masses had organized themselves through Reddit and Robinhood, and that they were marching on the …

1 Comment  

Biden and the SEC: Some Possible Agendas

By John C. Coffee, Jr. December 2, 2020 by John C. Coffee, Jr.

This is the gossip season, and almost everyone has heard a rumor about who will be the next chair of the SEC. Although I was interviewed by the Biden transition team (for my views, not as a candidate), my sources …

The European Commission Considers “Short-Termism” (and “What Do You Mean by That?”)

By John C. Coffee, Jr. November 16, 2020 by John C. Coffee, Jr.

The European Commission retained Ernst & Young (“EY”) to undertake a detailed study of “short-termism” and, implicitly, to report whether it was a major roadblock to more sustainable corporate governance. Their study was then presented at a three day international …

ESG, Common Ownership, and Systematic Risk: How They Intersect

By John C. Coffee, Jr. September 14, 2020 by John C. Coffee, Jr.

This brief column will assert that three developments that seem unrelated are in fact closely related and may soon impact U.S. corporate governance with the force of a freight train. This column summarizes a longer article just posted by this …

Disgorgement After Liu v. SEC: The Game Is On!

By John C. Coffee, Jr. July 20, 2020 by John C. Coffee, Jr.

Experienced litigators know that an adverse appellate decision (even from the U.S. Supreme Court) rarely ends their case. The question is instead: What is the next move? What defenses do we fall back on? So it is likely to be …

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Wall Street Journal
Insiders Got Billions Before SPAC Bust
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Bloomberg
SEC Queries PE Firms That Pulled Cash as Silicon Valley Bank Failed
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Reuters
Nvidia Briefly Joins $1 Trillion Club
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D&O Diary
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Elizabeth Holmes Finally Goes to Prison
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Winklevoss Twins Seek Foreign Reset
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SEC Clarifies Rule 10b5-1 Defense
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Update on SPAC-Related Litigation
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Only Third of Earnings Guidance Accurate
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Ex-Theranos CEO Stirs Inmate Interest
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SEC Changes Its Speech Disclaimer
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Reuters
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Jim Hamilton's World
Third Circuit Upholds SEC Decision to Deny Whistleblower Award
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EU Fines Meta $1.3 Bln Over Privacy
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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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New York Times
E-Sports World Starting to Teeter
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Javice Indicted in JPMorgan Fraud
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Reuters
FTX Seeks Embed Deal Clawback
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Jim Hamilton's World
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What’s Worrying Risk Management Pros
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Bloomberg
Robinhood Settles Hacked Accounts Suit
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Reuters
Elizabeth Holmes Finally Prison Bound
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PubCo @ Cooley
SEC Climate Rules Delayed Until Fall
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Jim Hamilton's World
SEC OKs Proposed Risk Management Rules for Clearing Agencies
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FCPA Professor
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FTX Investors Can’t Find Shaq
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Bloomberg
UK Lawmakers Want Crypto and Bitcoin Treated Like Gambling
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Securities and Exchange Commission
SEC Accuses Microcap Firm of Fraud
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Accounting Enforcement on the Rise
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D&O Diary
Covid-Linked Securities Suit Hits Disney
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The Guardian
Michael Lewis Writing Book About SBF
May 16, 2023
Bloomberg
SEC Says Too Busy to Answer Coinbase
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NBC News
Musk Still Needs a “Twitter Sitter”
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Jim Hamilton's World
FERC Becomes ESG Battleground
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Bloomberg
Some Crypto Firms Lack Boards, Audits
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Bloomberg
CME CEO Threatens to Leave Chicago
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CNBC
Crypto Firms Playing Poker With SEC
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CoinDesk
Binance Exits Canada over Regulation
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PubCo @ Cooley
U.S. Chamber of Commerce Sues SEC Over Share Repurchase Rules
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Reuters
Argentina to Up Rates as Inflation Soars
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Securities and Exchange Commission
Records Flaws Fell HSBC, Scotia Capital
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CNBC
Autonomy Founder Extradited to U.S.
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Jim Hamilton's World
Culture Wars Mar House ESG Hearing
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Business Law Prof Blog
Chancery Gives Caremark Another Twist
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Bloomberg
More Regulatory Probes Hit Robinhood
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CoinDesk
IRS Files $44 Billion FTX Claim
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Activist Investor Blog
Activist Again Wins Universal Proxy Vote
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Corporate & Securities Law Blog
Private Equity Under Antitrust Scrutiny
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D&O Diary
Kraft Heinz Settles Shareholder Litigation for $450 Million
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Wall Street Journal
Miami’s Crypto Love Affair Sours
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Reuters
Prosecutors Eye Bank Share Short Sales
May 10, 2023
Associated Press
Judge Nixes Block Shareholder Suit over Online Music Deal
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Corporate & Securities Law Blog
NY AG’s Bill Seeks Order in Crypto Biz
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New York Times
SBF Seeks to Dismiss Charges
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Wall Street Journal
Scotus Case Imperils SEC Climate Rule
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Financial Times
Who Is the $279 Mln Whistleblower?
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Bloomberg
Ex-Coinbase Manager Sentenced to Two Years for Insider Trading
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Jim Hamilton's World
SEC Brings First Liquidity-Rule Case
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Yahoo Finance
Binance Faces Russia Sanctions Probe
May 8, 2023
Breakingviews
SEC Silent Too Long on Crypto Rules
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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
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New York Times
Theranos Founder Holmes Opens Up
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Jim Hamilton's World
Can Bankruptcy Nix Whistleblower Pay?
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Ten Questions for Lawyers About AI
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Reuters
Officials Eye Bank Share Manipulation
May 4, 2023
Bloomberg
Coinbase Faces Off Against SEC
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FCPA Blog
Stryker Discloses New FCPA Probe
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May 4, 2023
Jim Hamilton's World
SEC Approves Form PF Amendments
May 4, 2023
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Short Seller Goes After Carl Icahn
May 3, 2023
Reuters
DeSantis Signs Sweeping Anti-ESG Bill
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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
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Wall Street Journal
Crypto Exchange Fined for Sanctions Breach
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Bloomberg
Crackdown Would Do Crypto Good
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