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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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Kosmas Papadopoulos

ISS Discusses Director Overboarding: Global Trends, Definitions, and Impact

By Kosmas Papadopoulos August 5, 2019 by Kosmas Papadopoulos

In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company …

ISS Offers Overview of Vote Requirements at U.S. Meetings

By Kosmas Papadopoulos July 17, 2019 by Kosmas Papadopoulos

At the general meeting of Tesla Inc. on June 11, 2019, two management proposals seeking to introduce shareholder-friendly changes to the company’s governance structure failed to pass, despite both items receiving support by more than 99.5 percent of votes cast …

ISS Discusses Dual-Class Shares: Governance Risks and Company Performance

By Kosmas Papadopoulos July 1, 2019 by Kosmas Papadopoulos

Initial public offerings of companies with dual-class shares have made headlines in recent years. An increasing number of newly listed companies have introduced classes of stock with superior voting rights, which typically allow company founders and top executives to maintain …

ISS Discusses U.S. Board Diversity Trends in 2019

By Kosmas Papadopoulos June 20, 2019 by Kosmas Papadopoulos

As the U.S. annual shareholder meeting season is coming to an end, we review the characteristics of newly appointed directors to reveal trends director in nominations. As of May 30, 2019, ISS has profiled the boards of 2,175 Russell 3000 …

ISS Offers Early Take on 2019 U.S. Proxy Season Vote Results

By Kosmas Papadopoulos June 13, 2019 by Kosmas Papadopoulos

As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of now, approximately 70 percent of Russell 3000 …

ISS Discusses CEO Ownership, Corporate Governance, and Company Performance

By Kosmas Papadopoulos May 13, 2019 by Kosmas Papadopoulos

Ownership structure is perhaps among the most significant corporate governance factors, as it determines the balance of power within a corporation and can directly affect governance practices and company behavior. In our review of CEO ownership, we focus on corporate …

ISS Offers an Update on U.S. Director Pay

By Kosmas Papadopoulos May 7, 2019 by Kosmas Papadopoulos

In recent years, non-executive director compensation has received attention in the U.S. Increased board workloads, shifts in director compensation structure (away from meeting fees and towards slightly larger base retainers, for instance), a few instances of shareholder litigation in relation …

ISS Offers Insights into How Much CEOs Are Really Paid

By Kosmas Papadopoulos and John Roe April 30, 2019 by Kosmas Papadopoulos

How much compensation does a CEO really end up with? It’s a tough question to answer – the summary compensation table is often cited as what the CEO is paid, but the ultimate value that an executive realized from those …

ISS Takes an Early Look at 2019 Shareholder Proposals

By Kosmas Papadopoulos March 5, 2019 by Kosmas Papadopoulos

In the U.S., shareholder proposal filings have historically played an important role in advancing corporate governance and in highlighting key risks related to environmental and social issues. Some of the major shifts in governance practices during the past two decades …

ISS Discusses Corporate Governance in Emerging Markets

By Kosmas Papadopoulos February 28, 2019 by Kosmas Papadopoulos

Analyzing corporate governance at companies in emerging markets can be really tough. A combination of differing regulatory standards, disclosure requirements, market norms, local investor preferences, and more all collude to make the evaluation of governance structures difficult. Giving credit where …

ISS Discusses Role of Shareholder Proposals in Shaping U.S. Governance Practices

By Kosmas Papadopoulos February 15, 2019 by Kosmas Papadopoulos

Over the past three decades, shareholder proposals have transformed the corporate landscape in the U.S. by spurring the adoption of governance best practices. Annual director elections, majority vote rules for director elections, shareholder approval for poison pills, and proxy access …

ISS Discusses U.S. Proxy Voting Trends from 2000 to 2018: Environmental and Social Issues

By Kosmas Papadopoulos February 5, 2019 by Kosmas Papadopoulos

Appearances can be very deceiving. Case in point: The high-level summary numbers of voting results over the last 19 years seem to indicate that little has changed regarding proxy voting behavior among investors owning U.S. companies. A simple analysis of …

ISS Lists Top 10 Corporate Governance Topics to Watch in 2019

By Kosmas Papadopoulos January 11, 2019 by Kosmas Papadopoulos

As the world greets the New Year, investors and companies may take a moment to reflect on key corporate governance priorities in light of a potentially more challenging business environment in the year ahead. The prospect of slower global economic …

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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
Nvidia CEO Huang Resigns in AI Blow
November 12, 2026
Delaware Business Litigation Report
Chancery Rules Business Judgment Shields Directors for CEO Firing
November 12, 2026
Politico
CFTC Readies Charges Against Kalshi
November 12, 2026
The Block
SEC Backs CFTC in Stock Perps Case
November 12, 2026
Deal Lawyers.com
Delaware Supreme Court Accepts Interlocutory Appeal in Cloudfare Case
November 12, 2026
Delaware Business Litigation Report
Delaware Supremes Rules on ERISA Fund Advancement to Fiduciaries
November 11, 2026
D&O Diary
Era of Predictable Securities Class Certification May Be Ending
November 11, 2026
Sidley Enhanced Scrutiny
Chancery Holds Startup to “Binding” Term Sheet and Orders Transfer of IP
November 11, 2026
Wall Street Journal
Corporate America Already Feeling Heat of Democratic Investigations
November 11, 2026
Business Law Prof Blog
How Ninth Circuit Climate Disclosure Ruling and Securities Law Interact
November 11, 2026
Dealbook
Lawyers Buy AI Malpractice Coverage
November 10, 2026
The Governance Beat
PCAOB Mulls Comfort Letter Changes
November 10, 2026
Financial Times
Anthropic Targets $1.4tn Value in IPO
November 10, 2026
D&O Diary
Nvidia Spy Case Prompts Securities Suit
November 10, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Answers Some Advancement Questions, Leaves Others Open
November 10, 2026
Wall Street Journal
Anthropic to Pursue IPO Despite Jitters
November 9, 2026
Bloomberg
Latham Nabs Six Weil Gotshal Lawyers
November 9, 2026
Cleary Securities Watch
NYSE May Give Newly Listed Firms Five Years to Build Audit Function
November 9, 2026
D&O Diary
Meta’s AI Capital Raise Plan Draws Delaware Fiduciary Duty Challenge
November 9, 2026
Securities Regulation and Corporate Governance Monitor
End to 14a-8 Looms, Delaware Prepares
November 9, 2026
Wall Street Journal
Weil Demise Puts Other Firms on Guard
November 8, 2026
Cleary Securities Watch
“Equity Perpetuals” Begin to Trade
November 8, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Denies Advancement for California LLC Employee
November 8, 2026
FASB
FASB Proposes Tweak to Standard for M&A Equity-Method Accounting
November 8, 2026
Business Law Prof Blog
The Latest on Dexit, Reincorporations
November 8, 2026
Bloomberg
California Voters to Nix Billionaire Tax
November 5, 2026
Freshfields' A Fresh Take
Ransom Negotiation Firms Facing New Enforcement Risks
November 5, 2026
Financial Times
Bezos’ Blue Origin Delays Launches
November 5, 2026
Sidley Enhanced Scrutiny
Amended Section 220 Takes Shape
November 5, 2026
Investment Executive
SEC Keeps Rajaratnam’s Industry Ban
November 5, 2026
Wall Street Journal
CVS Will Break Off Pharmacy Business
November 4, 2026
Financial Times
Murdoch Media Empire Cools on Trump
November 4, 2026
Securities Suit Claims Tariff Risk Used to Suppress Deal Value
November 4, 2026
Deal Lawyers.com
Delaware Judge OKs Cloudflare Interlocutory Appeal on “Good Faith”
November 4, 2026
Business Law Prof Blog
Blue Texas May Be Good for Delaware
November 4, 2026
Reuters
Lawmakers Query McDonald’s Pricing
November 3, 2026
Bloomberg
Binance Hackers Used Fake Interviews
November 3, 2026
Wall Street Journal
Ex-Bitcoin MIners Find AI No Easier
November 3, 2026
Freshfields' A Fresh Take
SEC Issues Exam Priorities for 2027
November 3, 2026
Financial Times
Ex-Weil Partners Lawyer Up for Equity
November 3, 2026
Bloomberg
Goldman Limits Trader, Banker AI Use
November 2, 2026
Wall Street Journal
Europe’s Pension Covenant Unraveling
November 2, 2026
New York Times
Marvell, Lumentum in $115bn Merger
November 2, 2026
Financial Times
Fox News Ratings Suffer Sharp Drop
November 2, 2026
D&O Diary
Texas Courts Begin to Define the Consequences of Reincorporation
November 2, 2026
Bloomberg
Is Colombia at Risk of a Default?
November 1, 2026
Financial Times
Binance Users Pull $3.6bn on Restart
November 1, 2026
D&O Diary
SEC Enforcement Dropped in 2026
November 1, 2026
Deal Lawyers.com
Delaware Chancery Interprets SB 21’s “Controlling Stockholder” Definition
November 1, 2026
Business Law Prof Blog
SEC-ISS Tiff Deserves More Attention
November 1, 2026
Bloomberg
Nvidia CEO Says Spy-Firm Ties Normal
October 29, 2026
Wall Street Journal
Hack Costs Polymarket Users Millions
October 29, 2026
New York Times
DoorDash to Buy Instacart for $17bn
October 29, 2026
Financial Times
What Killed Law Firm Weil Gotshal?
October 29, 2026
D&O Diary
Honeywell Aerospace Sued After FCA Cybersecurity Settlement
October 29, 2026
Reuters
Bloomberg Pays for Faster Trump Posts
October 28, 2026
Dealbook
Biden Trustbusters Start AI Legal Biz
October 28, 2026
Financial Times
Weil Gotshal Leaders Say Dissolve Firm
October 28, 2026
Cleary Securities Watch
SEC Flags Group Formation and “Passive Investor” Status Risks
October 28, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Says Privilege Protects Lawyer Internal Brainstorming
October 28, 2026
Deal Lawyers.com
Delaware Supremes OKs Verisk Ruling
October 28, 2026
Delaware Business Litigation Report
No Personal Jurisdiction from Omitting Delaware Secretary of State Filing
October 27, 2026
Dealbook
GM Will Move Stock to Nasdaq
October 27, 2026
The Governance Beat
SEC, Nasdaq Issue Tokenization FAQs
October 27, 2026
Financial Times
Weil Gotshal May Mull Wind-Down
October 27, 2026
D&O Diary
Private Credit Scrutiny Fuels Claims
October 27, 2026
Delaware Business Litigation Report
Chancery OKs Fiduciary Breach Charges from Tech Startup Collapse
October 26, 2026
New York Times
7 Numbers Explain Anthropic Business
October 26, 2026
Freshfields' A Fresh Take
Treasury Proposes COINS Act Rule
October 26, 2026
The Governance Beat
ISS and Glass Lewis Announce Plans for Global Voting Policies
October 26, 2026
Financial Times
Ex-FBI Chief Comey Charged With National-Defense Information Leak
October 26, 2026
Wall Street Journal
Audi to Build First U.S. Factory
October 25, 2026
New York Times
CEOs, Workers Differ on AI Outlook
October 25, 2026
D&O Diary
How to Interpret $25bn Meta Judgment
October 25, 2026
Sidley Enhanced Scrutiny
How to End an Advancement Obligation
October 25, 2026
Business Law Prof Blog
How Should DGCL 144 Safe Harbor Apply to Conflicted Controller Deals?
October 25, 2026
Reuters
Musk Talk Imperils SpaceX-Tesla Deal
October 22, 2026
Bloomberg
Live Nation Empire Risks a Breakup
October 22, 2026
New York Times
Barclays to Cut 5,000 Jobs in AI Push
October 22, 2026
Cleary M&A Watch
SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance
October 22, 2026
D&O Diary
AI-Related Securities Suit Filings Surge
October 22, 2026
Financial Times
CVC Explores Bid for Verisure
October 21, 2026
New York Times
U.S. to Tap Heating Oil Reserves
October 21, 2026
Wall Street Journal
Meta Ordered to Pay New Mexico $25 Billion in Data-Privacy Case
October 21, 2026
Bloomberg
Meta Offers Zuckerberg New Shares to Shield Him from Wealth Tax
October 21, 2026
D&O Diary
Webull Securities Lawsuit Underscores Geopolitical Disclosure Risk
October 21, 2026
Wall Street Journal
Last Boeing 737 MAX Jet Gets OK
October 20, 2026
Freshfields' A Fresh Take
SEC Delivers Equity Pay Relief
October 20, 2026
Financial Times
SpaceX, Tesla Boards Mull Merger
October 20, 2026
D&O Diary
FCA Settlement Highlights Developing Anti-DEI Enforcement Trends
October 20, 2026
Corporate & Securities Law Blog
SEC May Expand “Accredited Investor”
October 20, 2026
Bloomberg
Nscale and Anthropic in Talks Over $45bn Cloud Computing Deal
October 19, 2026
Financial Times
Freshfields Apologizes for Comment on Mideast Sovereign Wealth
October 19, 2026
D&O Diary
Securities Suit Hits BofA Over Anti-Money Laundering Penalties
October 19, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Declines to Award Remedy for Failure to Maintain Stock Ledger
October 19, 2026
Deal Lawyers.com
Chancery Pauses Cloudflare Recap
October 19, 2026
Dealbook
States Step Up as Antitrust Enforcers
October 18, 2026
Cleary Securities Watch
DOJ Revises FCA Enforcement Rules
October 18, 2026
D&O Diary
AI-Linked Securities Suit Hits Endava
October 18, 2026
Business Law Prof Blog
The Latest on Reincorporations
October 18, 2026
Corporate & Securities Law Blog
Nasdaq Adopts $4.00 Minimum Price Requirement for Initial Listings
October 18, 2026
Blog Roll Header
  • Business Law Prof Blog
  • Corporate & Securities Law Blog
  • DealLawyers
  • Delaware Corporate and Commercial Litigation Blog
  • Gibson Dunn Securities Regulation and Corporate Governance Monitor
  • Harvard Law School Forum on Corporate Governance
  • How Appealing
  • PubCo @ Cooley
  • Securities Docket
  • Sidley Enhanced Scrutiny Blog
  • The D&O Diary
  • Truth on the Market
  • White Collar Crime Prof Blog
The Blue Sky Blog is Sponsored by Columbia Law School's Center on Corporate Governance.
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