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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.

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 …

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 …

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