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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
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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.

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 …

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  
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