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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.
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  • Will the Common Good Guys Come to the Shootout in SEC v. Jarkesy? And Why It Matters By Eric W. Orts
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Editor-At-Large Reynolds Holding

The CLS Blue Lion logo Sky Blog

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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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Cleary M&A Watch
Court Blocks California Climate Rules
November 25, 2025
Dealbook
Fed, Big Tech Lift Investors’ Spirits
November 25, 2025
Wall Street Journal
Four Apple Executives Are Top Contenders to Succeed CEO Tim Cook
November 25, 2025
Reuters
Alphabet Nears $4 Trillion Market Value
November 25, 2025
Bloomberg
Hassett Emerges as Fed Frontrunner
November 25, 2025
Wall Street Journal
U.S. to Skip Publication of Initial Third-Quarter GDP Estimate
November 24, 2025
Bloomberg
Comey, James Charges Dismissed
November 24, 2025
Freshfields' A Fresh Take
OFAC Sanctions Colombia’s President
November 24, 2025
Cooley Securities Regulation
SEC Chair Offers Vision for Crypto Regs
November 24, 2025
Corporate & Securities Law Blog
Delaware Courts Limit Noncompete Enforcement in Incentive Plans
November 24, 2025
Dealbook
UK Daily Mail Owner to Buy Telegraph
November 23, 2025
Corporate Governance
SEC Posts First “Reasonable Basis” Notice for Pending No-Action Request
November 23, 2025
Cleary Enforcement Watch
SEC 2026 Exam Priorities Change Little
November 23, 2025
Financial Times
Make Insider Trading Thing of the Past
November 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Levies Fees for Lack of Candor Causing Discovery Abuses
November 23, 2025
Bloomberg
Trump Plans Offshore Drilling Expansion
November 20, 2025
New York Times
Yen for Low Prices Boosts Walmart Sales
November 20, 2025
Freshfields' A Fresh Take
BIS Suspends “Affiliates Rule” on Exports
November 20, 2025
The Governance Beat
Ninth Circuit Temporarily Freezes California Climate Reporting
November 20, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Limits Personal Jurisdiction in Crypto Theft Case
November 20, 2025
Bloomberg
Nvidia’s Huang Dismisses Bubble Fears
November 19, 2025
Reuters
Trump Mulls Preempting State AI Laws
November 19, 2025
Wall Street Journal
October Jobs Data Not Forthcoming
November 19, 2025
New York Times
Saudi Arabia Backs Elon Musk’s xAI
November 19, 2025
Brookings
Merge CFTC, SEC to Regulate Digital
November 19, 2025
Cleary M&A Watch
The Latest on No-Action Letter Changes
November 18, 2025
Wall Street Journal
Meta Defeats FTC Antitrust Case
November 18, 2025
Bloomberg
Elliott Wins CEO Change at Rexford
November 18, 2025
D&O Diary
SEC Enforcement Actions Decline
November 18, 2025
Reuters
SEC Eases 2026 Crypto Sector Exams
November 18, 2025
Wall Street Journal
Firm Layoff Tactics Keep Changing
November 17, 2025
New York Times
Crypto Flooded With Dirty Billions
November 17, 2025
The Governance Beat
SEC Exits Investor Proposal Processing
November 17, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Rules Bank Directors Face Liability for Illegal Overdraft Issue
November 17, 2025
Business Law Prof Blog
The Latest on Delaware Corporate Exits
November 17, 2025
Bloomberg
Zero-Day Options Limit Stock Rallies
November 16, 2025
Securities and Exchange Commission
Deputy Enforcement Chief Exits SEC
November 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC Registration Tips Post-Shutdown
November 16, 2025
Deal Lawyers.com
Coinbase DExits to Pro-Crypto Texas
November 16, 2025
Business Law Prof Blog
How Trump Can Hurt Proxy Advisers
November 16, 2025
Bloomberg
Warner Bros. Shields CEO Pay in a Sale
November 13, 2025
Reuters
Verizon to Cut About 15,000 Jobs
November 13, 2025
Wall Street Journal
Paramount, Comcast, Netflix Prepare Bids for Warner as Deadline Nears
November 13, 2025
New York Times
UK OKs Small Nuclear Reactor in Wales
November 13, 2025
The Governance Beat
White House Mulls Proxy Adviser Limits
November 13, 2025
Bloomberg
October Jobs, CPI Data Reveal Unlikely
November 12, 2025
Wall Street Journal
U.S. Mints Its Final Pennies
November 12, 2025
The Governance Beat
Microsoft Excludes Shareholder Proposal Without No-Action Relief
November 12, 2025
The Block
SEC Chair Unveils “Token Taxonomy”
November 12, 2025
Deal Lawyers.com
Delaware Chancery Rules M&A Choice-of-Law Clause Covers Defamation
November 12, 2025
Bloomberg
CFPB Says Money Poised to Run Out
November 11, 2025
The Governance Beat
More Vanguard Funds Get Voting Choice
November 11, 2025
Washington Post
DOJ Struggles as Thousands Exit
November 11, 2025
Dealbook
SoftBank Sells Nvidia Stake to Pay for AI
November 11, 2025
D&O Diary
Backdoor Class Actions Thriving in UK
November 11, 2025
Wall Street Journal
Tariff Case May Define Scotus Chief
November 10, 2025
Bloomberg
BlackRock Faces 100% Private Loan Loss
November 10, 2025
Dealbook
Will Musk Get the $1 Trillion?
November 10, 2025
D&O Diary
First Brands Sues Founder: Misconduct
November 10, 2025
ThinkAdvisor
Is SEC Regulation by Enforcement Dead?
November 10, 2025
Bloomberg
Inflation Data Fog Thickens for Fed
November 9, 2025
Reuters
Retailers Promise Cheaper Thanksgiving
November 9, 2025
Wall Street Journal
Visa, Mastercard Near Merchants Deal
November 9, 2025
Dealbook
Debt Has Entered the AI Boom
November 9, 2025
D&O Diary
Tariffs Securities Suit Hits Carmax
November 9, 2025
Wall Street Journal
Europe Probes Nasdaq Over Antitrust
November 6, 2025
Bloomberg
Bayer Weighs Roundup’s Demise
November 6, 2025
Reuters
Tesla Shareholders OK $1 Trln Musk Pay
November 6, 2025
New York Times
UK Faces Up to Hard Economic Choices
November 6, 2025
D&O Diary
Should Securities Suits Go to Trial?
November 6, 2025
Bloomberg
Crypto Trust-Charter Bid Sparks Alarm
November 5, 2025
New York Times
Tariffs Send Automakers Into Chip Tizzy
November 5, 2025
Freshfields' A Fresh Take
SEC Ups Foreign Private-Issuer Scrutiny
November 5, 2025
Sidley Enhanced Scrutiny
Delaware Chancery Confirms Common Law Standard for Actual Control
November 5, 2025
Dykema
Dealmakers Warily Optimistic for 2026
November 5, 2025
Bloomberg
Trump’s Options If Scotus Nixes Tariffs
November 4, 2025
The Governance Beat
ISS Proposes 8 Voting Policy Changes
November 4, 2025
Wall Street Journal
Big Tesla Investor Rejects Musk Pay
November 4, 2025
D&O Diary
AI-Related Securities Suit Filed Against IC Design Software Firm
November 4, 2025
Deal Lawyers.com
M&A Anti-Reliance Clauses Skirt Risk
November 4, 2025
Wall Street Journal
Starbucks to Sell China-Business Stake
November 3, 2025
Bloomberg
Tylenol Deal Is Both Cheap and Risky
November 3, 2025
The Governance Beat
A Rare Pricing of IPO During Shutdown
November 3, 2025
CoinDesk
SBF Retrial-Appeal Hearing Next Week
November 3, 2025
Deal Lawyers.com
Ozempic Firm Deal Jumps for Metsera
November 3, 2025
Wall Street Journal
The Amazonification of Whole Foods
November 2, 2025
Bloomberg
Teslas’ Broken Doors Prompt US Probe
November 2, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Counsel Role in Two-Person Board Deadlock
November 2, 2025
Business Law Prof Blog
Telsla’s Proposal Bundling Looks Dodgy
November 2, 2025
New York Times
Big Tech AI Spending Accelerating
November 2, 2025
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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