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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.

What Really Drives “Short-Termism”?

By John C. Coffee, Jr. August 27, 2018 by John C. Coffee, Jr.

Earlier this month, the CEO of Pepsi Co. suggested to President Trump that eliminating quarterly reporting (and shifting to biannual reporting) would reduce the pressure on managers to focus on the short-term. As impulsive as Elon Musk, the president bought …

Tippees and Tippers:­­ The Impact of Martoma II

By John C. Coffee, Jr. July 23, 2018 by John C. Coffee, Jr.

This is a column for insider trading junkies—a special breed who love all the nuances in this very nuanced subject. Late last month, a Second Circuit panel did something fairly unusual: It withdrew a 2017 decision and substituted a new …

1 Comment  

The Irrepressible Myth That SEC Overregulation Has Chilled IPOs

By John C. Coffee, Jr. May 29, 2018 by John C. Coffee, Jr.

The following is an abbreviated version of Professor Coffee’s May 23 testimony before the House Financial Services Committee’s Subcommittee on Capital Markets, Securities, and Investments.  The deleted portions of his testimony relate to the specific content of proposed bills to …

2 Comments  

The Lessons of Xerox: Is New York Law Now Tougher Than Delaware’s?

By John C. Coffee, Jr. May 21, 2018 by John C. Coffee, Jr.

It is an old maxim that “Hard cases make bad law.” But it may have a corollary: “Bad facts make hard law.” When a defendant clearly overreaches, the court may not let small details stand in its way. The decision …

Bagman, Fixer, Lobbyist, and Lawyer: Can Michael Cohen Combine All These Roles?

By John C. Coffee, Jr. May 14, 2018 by John C. Coffee, Jr.

Once a legal unknown, Michael Cohen made it last week to the front pages of both the New York Times and the Wall Street Journal. Charges swirl around him as the personal fixer for President Trump and the alleged …

1 Comment  

Securities Litigation in 2017: “It Was the Best of Times, It Was the Worst of Times”

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

Securities class actions soared in 2017, jumping from 271 filings in 2016 to a near record 412 filings in 2017 — well above the average of 193 per year for the years 1997 to 2016.[1] Only 2001 was comparable, …

1 Comment  

What Happens When an Activist Goes on the Board?

By John C. Coffee, Jr. and Joshua R. Mitts January 29, 2018 by John C. Coffee, Jr.

After over a year of work, which included the review of some 635,450 Form 8-Ks filed by 7,799 public companies from January 1, 2000, to September 30, 2016, we think we know at least one answer to the question in …

1 Comment  

The Spotify Listing: Can an “Underwriter-less” IPO Attract Other Unicorns?

By John C. Coffee, Jr. January 16, 2018 by John C. Coffee, Jr.

Press reports indicate that Spotify, the music streaming company, is planning an initial public offering in March or April of this year, and that it plans to use a novel “direct listing” approach that has not previously been used at …

Activism and Informed Trading

By John C. Coffee, Jr. November 1, 2017 by John C. Coffee, Jr.

Hedge fund activism has transformed the corporate governance landscape – possibly for better, possibly for worse. But as activist funds emerge as the newest and most potent players in corporate governance, there is one certainty: New agency costs also arise. …

Confidential Distortion: Dealing with Confidential Witnesses in Securities Litigation

By John C. Coffee, Jr. September 25, 2017 by John C. Coffee, Jr.

In a recent article prepared for the ABA’s National Institute on Class Actions, which is now posted on SSRN (available here), I and Professor Alexandra Lahav survey recent class action developments, and I focus particularly on the special …

Brexit: The Lessons from Trade Wars

By John C. Coffee, Jr. August 16, 2017 by John C. Coffee, Jr.

Brexit has set the stage for a retaliatory trade war that neither the U.K. nor the E.U. wants and that will injure consumers (and others) on both sides. Moreover, it could threaten the U.S. as well, if it leads the …

3 Comments  

Cheating the Algorithm: The New “Pump and Dump” Fraud

By John C. Coffee, Jr. July 24, 2017 by John C. Coffee, Jr.

Old frauds never die. Nor do they fade away. Rather, they mutate and morph into new configurations in response to new opportunities (which new technologies usually create). Thus, the traditional boiler room “pump and dump” scheme was a product of …

The Financial CHOICE Act of 2017 and the Future of SEC Administrative Enforcement

By John C. Coffee, Jr. June 22, 2017 by John C. Coffee, Jr.

Professor John C. Coffee, Jr. of Columbia Law School is scheduled to speak on June 22 before the Securities and Exchange Commission’s Investor Advisory Committee, which asked him to address the CHOICE Act’s impact on the SEC’s enforcement powers. These …

The Financial CHOICE Act of 2017: Will Collective Amnesia Triumph?

By John C. Coffee, Jr. May 22, 2017 by John C. Coffee, Jr.

Notwithstanding decidedly hostile testimony last month from this humble columnist,[1] the U.S. House of Representatives will soon pass legislation (probably on a strict party-line basis) entitled, “The Financial CHOICE Act of 2017” (H.R. 10) (which acronym stands for “Creating …

1 Comment  

The Race to the Bottom: Is the Last Stop New York?

By John C. Coffee, Jr. March 20, 2017 by John C. Coffee, Jr.

The practice of nominal shareholder plaintiffs challenging virtually every sizable corporate merger with a lawsuit alleging a fiduciary breach has been a scandal for some time.  At least when brought by the “bottom fishers” of the plaintiff’s bar, these suits …

2 Comments  

How Not to Write a Class Action “Reform” Bill

By John C. Coffee, Jr. February 21, 2017 by John C. Coffee, Jr.

It was predictable. Given a solidly Republican Congress and a Republican president, sooner or later, an effort would be made in the Trump administration to curb class actions. Not surprisingly, it has come sooner, with the “Fairness in Class Action …

1 Comment  

Trumping the Constitution

By John C. Coffee, Jr. January 23, 2017 by John C. Coffee, Jr.

Buried deep in Article I of the U.S. Constitution is an obscure provision known as the “Emoluments Clause.”  In relevant part, it provides that:

“[N]o person holding any Office of Profit or Trust under them, shall, without the consent of …

Shareholder Activism in the Era of Trump: What Strategy Works?

By John C. Coffee, Jr. November 21, 2016 by John C. Coffee, Jr.

In the approaching Era of Trump, we are likely to see much deregulation, reduced public enforcement, and possibly some curbs on private enforcement.  Corporate compliance efforts may also be downsized, and compliance officials may learn again to defer to the …

The Globalization of Securities Litigation

By John C. Coffee, Jr. September 19, 2016 by John C. Coffee, Jr.

Europe (and much of the rest of the world) have long been skeptical of American-style opt-out class actions in which the plaintiff’s attorney defines the scope of the class.  Similarly, they have prohibited the contingent fee, discouraged punitive damages, insisted …

Adventures in Corporate Governance: Guarding the Internet

By John C. Coffee, Jr. July 25, 2016 by John C. Coffee, Jr.

Academics who profess expertise in corporate governance sometimes find themselves on very strange turf.  That has been my status for the last two years, serving as an adviser to the U.S. Commerce Department in connection with the Obama Administration’s efforts …

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Reuters
UAW Poised to Expand Strikes
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
SEC Charges GTT With Disclosure Failures and Control Violations
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FTC Sues Private Equity Firm, Anesthesiology Practice for Antitrust Violations
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SBF Trial to Test FTX Collapse Theories
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Wachtell Snags Willkie Defense Partner
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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
September 25, 2023
Securities and Exchange Commission
SEC Dings Goldman on Trading Data
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Bloomberg
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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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FTX, SBF Blast Sullivan & Cromwell
September 21, 2023
New York Post
Stanford to Give Back FTX Donations
September 21, 2023
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
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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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PubCo @ Cooley
Time for EDGAR Next?
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CoinDesk
Bankman-Fried Blames Everyone Else
September 19, 2023
PubCo @ Cooley
SEC Focuses on Related-Person Deals
September 19, 2023
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
September 19, 2023
Deal Lawyers.com
Delaware Dings Another Non-Compete
September 19, 2023
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
September 18, 2023
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
September 17, 2023
Jim Hamilton's World
SEC Proposes EDGAR Enhancements
September 17, 2023
Business Law Prof Blog
The Starbucks Case: To Whom Are Caremark Duties Owed?
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Reuters
Court OKs FTX Crypto Asset Sales
September 14, 2023
D&O Diary
Regional Bank Jitters Sparking Suits
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PubCo @ Cooley
Big California Climate Bills Passed
September 14, 2023
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
September 13, 2023
New York Times
GOP Grills Gensler on Rulemaking Pace
September 13, 2023
Bloomberg
Kroll Says ESG Makes Money
September 13, 2023
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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