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  • John C. Coffee, Jr. – The Trump Indictment: Right Man, Wrong Crime Comment bubble 1 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
  • 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.
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.

Activist Short Selling Today: The Two Sides of the Coin

By John C. Coffee, Jr. July 7, 2020 by John C. Coffee, Jr.

Two extraordinary accounting scandals — one at Luckin Coffee Inc. in China and the other at Wirecard AG, the German digital payments firm — have revealed brazen and bankrupting frauds, directed by the most senior executives at each firm. Together, …

1 Comment  

Wall Street CARES!: Who Gets the Hidden Subsidies Under the CARES Act?

By John C. Coffee, Jr. April 15, 2020 by John C. Coffee, Jr.

The CARES Act was passed under intense pressure and with minimal transparency. The consequence of this opaque process is that there are some surprising windfalls. No criticism is here expressed of the act’s purpose, but Wall Street knows one thing …

5 Comments  

The Senator Traded While His Constituents Died: A Legal Analysis of Insider Trading by Public Officials

By John C. Coffee, Jr. March 31, 2020 by John C. Coffee, Jr.

The coronavirus’ impact across the United States will make an epic, even Tolstoyan, saga, sweeping across all levels of American society and featuring brave heroes and tragic victims. But so far, this story has lacked one figure that every drama …

2 Comments  

The Blaszczak Bombshell: A Return to the “Parity of Information” Theory of Insider Trading?

By John C. Coffee, Jr. February 26, 2020 by John C. Coffee, Jr.

The law of insider trading generally moves with the speed of molasses in February. For every two steps forward, there is one (or more) steps backward. But this winter has seen a rapid succession of developments. First, the Himes Bill …

1 Comment  

Petition for Rulemaking on Short and Distort

By John C. Coffee, Jr. and Joshua Mitts February 18, 2020 by John C. Coffee, Jr.

Short selling serves a critical function in the capital markets by encouraging price discovery and preventing the formation of asset bubbles.  But recent years have seen a rise in “negative activism,” a novel phenomenon that has flourished in the era …

The Future of the Large Law Firm: Growth, Mergers, and Inequality

By John C. Coffee, Jr. January 6, 2020 by John C. Coffee, Jr.

By last count, there are now 29 U.S. law firms with at least 1,000 lawyers.[1]  In a few weeks, this number should rise to 32, primarily as the result of mergers.[2] My prediction is that this number will …

Toxic Unicorns: What Has Been Missed About WeWork’s Fiasco

By John C. Coffee, Jr. November 6, 2019 by John C. Coffee, Jr.

Most everyone has had their say about the collapse of WeWork’s failed initial public offering (“IPO”).[1] Clearly, this failure was overdetermined, as many competing causes can explain it, including: (1) the extraordinary level of self-dealing that its CEO, Adam …

1 Comment  

Introduction: Bill Allen As We Knew Him

By John C. Coffee, Jr. October 17, 2019 by John C. Coffee, Jr.

The Blue Sky Blog has never before run eulogies, but Chancellor William Allen is a special case. Whether one evaluates him in terms of his historical significance, his unique craftsmanship as a judge, or his personal character and the courage …

The Rise of the Mega-Law Firm: Some Reckless Reflections and Prickly Predictions

By John C. Coffee, Jr. September 17, 2019 by John C. Coffee, Jr.

 

This post comes to us from John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and the Director of its Center on Corporate Governance. These slides accompanied a lunch address that he …

1 Comment  

Can Morrison Be Outflanked?: How Foreign Purchasers Are Suing in U.S. and Foreign Courts

By John C. Coffee, Jr. April 22, 2019 by John C. Coffee, Jr.

Lord Denning, a highly quotable British judge, once remarked:

“As a moth is drawn to the light, so is a litigant drawn to the United States.”[1]

Some reasons for this strong attraction are obvious: (1) the U.S. (and only …

Prof. Coffee Testifies on Insider Trading Legislation Before the House Financial Services Subcommittee on Investor Protection

By John C. Coffee, Jr. April 3, 2019 by John C. Coffee, Jr.

I am very happy and honored to be back before this committee. I have been asked to comment on several proposed bills, all of which I basically support, but I will focus my limited time today primarily on Congressman Himes’ …

Short Selling and the New Market Manipulation

By John C. Coffee, Jr. and Joshua Mitts March 18, 2019 by John C. Coffee, Jr.

Stock market manipulation has been around since shortly after stock markets were invented. Everyone is familiar with the methodology in the standard “pump and dump” scheme: False rumors are circulated, the stock is bid up by the manipulators, supply might …

2 Comments  

Was Bezos Blackmailed?

By John C. Coffee, Jr. February 11, 2019 by John C. Coffee, Jr.

In the bizarre world that Washington politics has become, few stories are more fascinating than Jeff Bezos’ accusation that the National Enquirer and its parent, American Media Inc., committed blackmail and extortion by threatening to reveal nude pictures of him …

2 Comments  

Auditing Is Too Important to Be Left to the Auditors!

By John C. Coffee, Jr. January 28, 2019 by John C. Coffee, Jr.

Clemenceau was right.[1]  Reforming a profession cannot be left to the professionals. A cascade of auditing scandals — in the U.K., the U.S., Europe, and South Africa — has convinced many that reform is necessary. The political reaction has …

The Changing Character of Securities Litigation in 2019: Why It’s Time to Draw Some Distinctions

By John C. Coffee, Jr. January 22, 2019 by John C. Coffee, Jr.

Securities litigation is growing at a prodigious rate. Is that good or bad? This column will answer that we have to unpack this phenomenon and realize that very different things (with very different implications) are happening simultaneously. Let’s begin with …

A Brief Response

By John C. Coffee, Jr. January 2, 2019 by John C. Coffee, Jr.

Forever is a long time — indeed, too long. That is the essence of my answer to my two friends and colleagues — professors Zohar Goshen and Joshua Mitts — who each argue against mandatory sunset provisions on super-voting stock …

1 Comment  

Dual Class Stock: What Is a Fair Compromise?

By John C. Coffee, Jr. December 17, 2018 by John C. Coffee, Jr.

In my last post[1], I focused on the Council of Institutional Investors’ (“CII”) recent proposal to the New York Stock Exchange and Nasdaq to impose a listing condition that any super-voting rights on dual class stock must expire …

Dual Class Stock: The Shades of Sunset

By John C. Coffee, Jr. November 19, 2018 by John C. Coffee, Jr.

The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …

Bonfire of the Vanities–2018 Style: The Case of Elon Musk

By John C. Coffee, Jr. October 2, 2018 by John C. Coffee, Jr.

Elon Musk came close to doing something truly unique. No, not his electric car. Rather, he was about to roll the dice with his shareholders’ equity.

Securities analysts estimate that somewhere between 25 and 35 percent of the value of …

The Market for Lead Plaintiffs

By John C. Coffee, Jr. September 24, 2018 by John C. Coffee, Jr.

A drama is playing out in Boston federal court before a respected judge that could prove to be a legal “Watergate,” one that could reshape class action practice.[1] Combining elements that are both sordid and comic, this litigation has …

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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
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September 27, 2023
Wall Street Journal
Crypto Firm Binance Is Melting Down
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Bloomberg
Citadel to Fight SEC on WhatsApp Probe
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PubCo @ Cooley
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Defense Bill Would Subject Foreign Private Issuers to Section 16 Disclosure
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SEC Snags Wall Street Private Data as WhatsApp Probe Escalates
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Securities and Exchange Commission
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Bloomberg
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Wall Street Journal
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Appeals Court Keeps SBF in Jail
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Cleary M&A Watch
The Unintended Consequences of Excluding Officers from Fiduciary Waivers
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New York Times
FTX, SBF Blast Sullivan & Cromwell
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New York Post
Stanford to Give Back FTX Donations
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Wall Street Journal
DOJ Probes Elon Musk’s Perks
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PubCo @ Cooley
SEC Big on Protecting Whistleblowers
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Jim Hamilton's World
What’s Next for SEC’s Crypto Cops?
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Reuters
Disney Plans to Quiet Culture War Noise
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Dealbook
$100 Oil May Scramble Inflation Fight
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Sidley Enhanced Scrutiny
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Time for EDGAR Next?
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CoinDesk
Bankman-Fried Blames Everyone Else
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PubCo @ Cooley
SEC Focuses on Related-Person Deals
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Jim Hamilton's World
Delaware Chancery OKs Dual-Class Stock Empowering Certain Shareholders
September 19, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Supremes Clarifies Limits of Equitable Review of LLC Agreements
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Deal Lawyers.com
Delaware Dings Another Non-Compete
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Reuters
U.S. Argues Google Wants Too Much Kept Secret in Antitrust Trial
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Dealbook
Unions Keep Up Hardball Tactics
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Wall Street Journal
Index Funds Approaching Zero Cost
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PubCo @ Cooley
California Governor Confirms Will Sign Major Climate Bills
September 18, 2023
Deal Lawyers.com
Delaware Chancery Upholds Disparate Voting Rights for Same Class of Stock
September 18, 2023
Reuters
UAW Says Ford Talks “Productive”
September 17, 2023
New York Post
Apple Climate Change Film Slammed
September 17, 2023
Bloomberg
SEC Panel Urges Worker Diversity Rule
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Jim Hamilton's World
SEC Proposes EDGAR Enhancements
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Business Law Prof Blog
The Starbucks Case: To Whom Are Caremark Duties Owed?
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Reuters
Court OKs FTX Crypto Asset Sales
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D&O Diary
Regional Bank Jitters Sparking Suits
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PubCo @ Cooley
Big California Climate Bills Passed
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Jim Hamilton's World
Senate Panel Pondering AI Regulation
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The Capital Commitment
Suit Tests Private Fund Adviser Rules
September 14, 2023
New York Post
Citi CEO Sets Sweeping Changes, Cuts
September 13, 2023
CNBC
“Cryptoqueen” Partner Gets 20 Years
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New York Times
GOP Grills Gensler on Rulemaking Pace
September 13, 2023
Bloomberg
Kroll Says ESG Makes Money
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PubCo @ Cooley
U.S. Court Says Starbucks’ DEI Initiative OK Under Business Judgment Rule
September 13, 2023
Wall Street Journal
Apple Unveils New iPhone Models
September 12, 2023
New York Times
BP Chief Resigns Over Relationships
September 12, 2023
Bloomberg
What’s Next for SBF’s Crypto Exchange
September 12, 2023
Reuters
CFTC Official Calls for Fraud Database
September 12, 2023
Jim Hamilton's World
Failure to Disclose Under Item 303 Can Trigger 10(b) Fraud Liability
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Reuters
J.M. Smucker to Buy Twinkies Maker
September 11, 2023
Wall Street Journal
The Bitcoin ETF Trade Is Increasingly About the Value of Bitcoin Itself
September 11, 2023
Bloomberg
Wells Fargo Fake Account Accord OK’d
September 11, 2023
PubCo @ Cooley
SEC Dings Fluor for Accounting Flaws
September 11, 2023
California Corporate & Securities Law
Temporary Covid Closure Didn’t Breach Deal Covenant to Maintain Operations
September 11, 2023
Reuters
Detroit Autoworkers Ready to Strike
September 10, 2023
Bloomberg
Failed Crypto Boss Gets 11,000 Years
September 10, 2023
Financial News
KPMG Escalates Poaching Wars
September 10, 2023
Deal Lawyers.com
Delaware Chancery Denies Specific Performance in DeSPAC Merger Fight
September 10, 2023
Business Law Prof Blog
Can AI Detect Puffery?
September 10, 2023
Bloomberg
Crypto Crackdown Hurt San Francisco
September 7, 2023
New York Magazine
Michael Lewis Hearts Bankman-Fried
September 7, 2023
PubCo @ Cooley
SEC Springing Penalties Now a Thing
September 7, 2023
Jim Hamilton's World
SEC Tells Exchanges, FINRA to File Plan for National Marketing System
September 7, 2023
Hollywood Reporter
Failed FTC, DOJ Attacks on Deals May Prompt Wave of Vertical Mergers
September 7, 2023
D&O Diary
Shareholders Sue Robotic Aircraft Company in Yet Another Covid Suit
September 6, 2023
CNBC
Only Six Bitcoin Billionaires in World
September 6, 2023
Financial Times
Commissioner Hester Peirce Is Republican Thorn in SEC’s Side
September 6, 2023
Reuters
Grayscale Urges SEC to Approve Spot Bitcoin ETF
September 6, 2023
PubCo @ Cooley
Nasdaq Proposes Rule Changes for Waivers of Code of Conduct
September 6, 2023
New York Times
Lawyers Win Big in Crypto Collapse
September 5, 2023
Financial Times
Law Firms Are Diversity Battleground
September 5, 2023
Bloomberg
Alan Stanford Again Denied Release
September 5, 2023
PubCo @ Cooley
Clock Ticks on SEC’s Gensler Agenda
September 5, 2023
Jim Hamilton's World
DC Circuit Says SEC Should Have Approved Grayscale Application
September 5, 2023
Bloomberg
NFT Hype Fades in Crypto Market
September 4, 2023
Reuters
SBF to Pursue Blame Lawyers Defense
September 4, 2023
Bloomberg
Assets Flee South from California, NY
September 4, 2023
CoinDesk
Binance’s Head of Product Departs
September 4, 2023
Jim Hamilton's World
SG Files Brief in SEC’s ALJ Case
September 4, 2023
Reuters
U.S. Offers $12 Bln to Automakers, Suppliers for Advanced Vehicles
August 31, 2023
D&O Diary
Lawyers the Winners With New SEC Hedge Fund and PE Disclosure Rules
August 31, 2023
Wall Street Journal
DOJ, SEC Investigate Tesla Over Secret Glass House Project
August 31, 2023
Wall Street Journal
SEC Whiffs on Crypto With Grayscale
August 31, 2023
PubCo @ Cooley
SEC Issues New CDIs on Stock Buybacks and Foreign Private Issuers
August 31, 2023
Sidley Enhanced Scrutiny
Delaware Chancery Weighs In on Damages for Fraud in M&A Transactions
August 30, 2023
Reuters
Visa, Mastercard to Hike Card Fees
August 30, 2023
Wall Street Journal
Goldman Fined Over Traders’ Call Flaws
August 30, 2023
Bloomberg
SEC Defends In-House Judges to Scotus
August 30, 2023
Jim Hamilton's World
Nvidia Must Face Suit on Crypto Fraud
August 30, 2023
Reuters
Grayscale Wins on Spot Bitcoin ETF
August 29, 2023
Bloomberg
Gensler SEC Lags on Rulemaking
August 29, 2023
PubCo @ Cooley
Beware Saying Lawsuit “Without Merit”
August 29, 2023
Jim Hamilton's World
CFTC Commissioner Urges Review of Financial Firms’ Climate Risks
August 29, 2023
Corporate & Securities Law Blog
In Deal Price Disputes, Difference Between Expert and Arbitrator Matters
August 29, 2023

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