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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

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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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Wall Street Journal
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
July 1, 2025
New York Times
BP Was Once a Hunter, Now Prey
July 1, 2025
Reuters
DOGE Eyes SPACs, SEC Policies
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
June 30, 2025
New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
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SEC Changes Course on Priorities
June 30, 2025
D&O Diary
Securities Suits Filed at 2024 Pace
June 30, 2025
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Delaware Chancery OKs Claims of Tortious Interference With a Deal
June 30, 2025
The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
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Bloomberg
SEC Rethinks Market Surveillance Tool
June 29, 2025
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Ripple Battle With SEC Is Over
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SEC Issues Report on Changes in M&A
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Trade Deals Stall on More Tariffs Fear
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Reuters
Elon Musk Confidant Exits Tesla
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Trump Weighs Fed Chair Shakeup
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Public May Soon Bet on SpaceX Stock
June 26, 2025
Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
June 26, 2025
Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
June 25, 2025
Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
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Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
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The Governance Beat
Vanguard to Split Into Two Advisers
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D&O Diary
How AI May Change MD&A Language
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New York Times
Boeing Quiet at Paris Air Show
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Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
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The Governance Beat
Texas Seeks to Limit Proxy Advisers
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Bloomberg
U.S. Audit Board Survives GOP Axe
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
June 19, 2025
New York Times
WhatsApp Introduces Ads to App
June 19, 2025
Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
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Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
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Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
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D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
Bloomberg
Top Crypto Betting Tool Nears Debut
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Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
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Financial Times
Crypto Group Tron to Go Public
June 17, 2025
Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
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The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025
Reuters
IPO Market Bounces Back
June 12, 2025
Wall Street Journal
Lawmakers Traded as Tariffs Imposed
June 12, 2025
Bloomberg
Crypto Enforcement Now Up to States
June 12, 2025
Justice Department
DOJ Criminal Chief Speaks on FCPA
June 12, 2025
Deal Lawyers.com
Delaware Chancery Addresses Exculpation Defense in Fiduciary Duty Case
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Wall Street Journal
U.S. Nuclear Energy Reboots
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Dealbook
Lawyer Richard Beattie Dies at 86
June 11, 2025
D&O Diary
What Can Directors Keep Private?
June 11, 2025
Reuters
Scotus Rejects Challenge to FINRA
June 11, 2025
Bloomberg
Senate GOP Plan Erases Audit Board
June 11, 2025
D&O Diary
Alphabet Settles Antitrust-Related Derivative Lawsuit for $500 Million
June 10, 2025
Bloomberg
Trump Vows Change Little at Law Firms
June 10, 2025
Reuters
SEC Says Existing Cuts Met DOGE Goal
June 10, 2025
Wall Street Journal
DOJ Focus Narrows in FCPA Cases
June 10, 2025
PubCo @ Cooley
Firms Face New Climate Strategy EOs
June 10, 2025
Bloomberg
Disney Buys Comcast’s Hulu Stake
June 9, 2025
Delaware Business Litigation Report
Delaware Chancery Nixes Liability for Wholly-Owned Subsidiary’s Parent
June 9, 2025
New York Times
Meta in Talks to Invest in Scale AI
June 9, 2025
Freshfields' A Fresh Take
SEC Rethinks Foreign Private Issuers
June 9, 2025
Deal Lawyers.com
Delaware Chancery Grants Motion to Certify Constitution Issues on SB 21
June 9, 2025
Reuters
Japan Sees Progress in U.S. Tariff Talks
June 8, 2025
Wall Street Journal
DOGE Staffers Fear Getting DOGE’d
June 8, 2025
Bloomberg
BlackRock, Vanguard in Collusion Case
June 8, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Assesses Damages for Unfair Valuation
June 8, 2025
Deal Lawyers.com
Structural Antitrust Remedies Are Back
June 8, 2025
The Block
Digital CLARITY Act Faces Turbulence
June 5, 2025
Reuters
Madoff Scam Recovery Tops $15 Billion
June 5, 2025
Bloomberg
Is CFTC Headed for One Commissioner?
June 5, 2025
Deal Lawyers.com
Delaware Chancery Addresses Preferred v. Common Conflict in Firm Sale
June 5, 2025
Business Law Prof Blog
Internal Affairs Doctrine in the Hot Seat
June 5, 2025
New York Times
Germans Buy EVs but Shun Teslas
June 4, 2025
Freshfields' A Fresh Take
FTC Returns to Structural Remedies
June 4, 2025
The Governance Beat
Most CEOs Want a Director Gone
June 4, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Slams Another Unripe Bylaw Challenge
June 4, 2025
Bloomberg
Ripple, Judge in Settlement Standoff
June 4, 2025
Wall Street Journal
Wells Fargo Allowed to Grow Again
June 3, 2025
Delaware Business Litigation Report
Delaware Supremes Examines Contractual Ambiguity of Waiver Clauses
June 3, 2025
Securities and Exchange Commission
Crypto Security Status Gets Muddier
June 3, 2025
CoinDesk
Coinbase Seeks US Court for Oregon Suit
June 3, 2025
Reuters
Scotus Turns Away Challenge to FINRA
June 3, 2025
D&O Diary
Circuit Split Means PSLRA Headache
June 2, 2025
Barron's
SEC Will Suffer Long Musk Hangover
June 2, 2025
Reuters
SEC Takes Aim at AI Washing
June 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Addresses Fraudulent Concealment Post-Closing
June 2, 2025
Deal Lawyers.com
CFIUS Boosts Foreign-Firm Enforcement
June 2, 2025

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