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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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Wall Street Journal
Weil Gotshal Rainmakers Talking Exit
August 20, 2026
Reuters
Crypto, AI, Betting Firms Fund Politics
August 20, 2026
The Governance Beat
Where Hot New Topics Land at Boards
August 20, 2026
Securities Litigation & Enforcement
Chancery Says Public Benefit Corps. Free of Revlon in Control Changes
August 20, 2026
Financial Times
Top Law Firms Making “Crazy” Hires
August 20, 2026
Wall Street Journal
U.S. National Debt Tops $40 Trillion
August 19, 2026
Bloomberg
YouTube Lures Creators From Netflix
August 19, 2026
Financial Times
PE Firm Charlesbank Nears Law Stake
August 19, 2026
D&O Diary
Securities Suit Hits AI Firm Blaize
August 19, 2026
Securities Regulation and Corporate Governance Monitor
SEC Exits Shareholder Proposal Game
August 19, 2026
Wall Street Journal
Hidden Deals Snared Dodgers Owner
August 18, 2026
Dealbook
Is Silicon Valley in DOJ’s Sights?
August 18, 2026
The Governance Beat
How AI Drives Institutional Investing
August 18, 2026
D&O Diary
Cybersecurity Flaws Prompt Securities Suit Against Israeli Firm
August 18, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Clarifies Implied Covenant’s Gap-Filling Role
August 18, 2026
Dealbook
Paramount Wants States to Shoulder Costs of Warner Deal Delay
August 17, 2026
Delaware Business Litigation Report
Delaware Chancery Finds for Lender in Breach of Contract Claim
August 17, 2026
Financial Times
Troubled Loans Strain Private Credit
August 17, 2026
Cleary Securities Watch
What ISS STOXX Survey Tells Us
August 17, 2026
CFIUS
New Matrix IDs Nat’l Security Risks
August 17, 2026
Bloomberg
Covert Oil Flows Keep Prices Down
August 16, 2026
Financial Times
Security Software Revives BlackBerry
August 16, 2026
D&O Diary
Pump-and-Dump Suits Proliferating
August 16, 2026
Deal Lawyers.com
Chancery Addresses Appraisal After SPAC Underwriter Reorganization
August 16, 2026
Business Law Prof Blog
Delaware Contract Horror Stories
August 16, 2026
Wall Street Journal
The Jobless Boom Has Arrived
August 13, 2026
Bloomberg
Court OKs Pied-a-Terre Tax for Now
August 13, 2026
Financial Times
DOJ Retreats from White Collar Crime, Targets Taxpayer Theft
August 13, 2026
D&O Diary
UK Boards Have AI Blind Spot
August 13, 2026
Deal Lawyers.com
Chancery Denies Motion to Dismiss Due to MFW “Ab Initio” Failure
August 13, 2026
Dealbook
Will Paramount Brinkmanship Work?
August 12, 2026
Freshfields' A Fresh Take
What Does AI Miss in Legal Disputes?
August 12, 2026
The Governance Beat
DOJ Antitrust Eyeing ISS, Glass Lewis?
August 12, 2026
Financial Times
Nelson Peltz Readies Wendy’s Bid
August 12, 2026
Deal Lawyers.com
CFIUS Releases 2025 Annual Report
August 12, 2026
New York Times
Ari Emanuel to Buy Broadway Theaters
August 11, 2026
The Governance Beat
Texas Stock Exchange Proposes to Overhaul Broker Voting Discretion
August 11, 2026
Cleary Securities Watch
FCA Eases UK IPO Research Rules
August 11, 2026
Sidley Enhanced Scrutiny
Delaware Chancery Nixes Derivative Challenge to Insider Financing
August 11, 2026
Corporate & Securities Law Blog
California-Based Delaware Corp Subject to California Rule on Inspections Despite Forum Selection Clause
August 11, 2026
Reuters
Social-Media Addiction Cases Get OK
August 10, 2026
Wall Street Journal
Zuckerberg Lays Out New AI Vision
August 10, 2026
The Governance Beat
In-House Counsel Speak on Using AI
August 10, 2026
Financial Times
Nvidia Aims for $500bn AI Financing
August 10, 2026
Cleary Securities Watch
SEC Turns to Financial Fraud With New Reporting and Accounting Unit
August 10, 2026
Dealbook
Who Wins in Trump AI Safety Plan
August 9, 2026
Truth on the Market
AI Policy Regulating the Wrong Thing
August 9, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Explains Why an LLC Not Purely a Creature of Contract
August 9, 2026
Deal Lawyers.com
Chancery Rules Plaintiff’s Reliance on Buyer’s Non-Contractual Reps OK
August 9, 2026
Business Law Prof Blog
How PSLRA Affects Initial Complaints
August 9, 2026
Wall Street Journal
How FIFA PE Plan Nearly Broke Soccer
August 6, 2026
Bloomberg
Private Credit Firms Avert Worst Fears
August 6, 2026
The Governance Beat
Are Two Versions of a Proxy OK?
August 6, 2026
Financial Times
Biggest U.S. Law Firms Explore Selling Stakes to Private Equity
August 6, 2026
D&O Diary
Corporate Law Loophole Can Turbocharge Legal Fees and Expenses
August 6, 2026
Bloomberg
Google Shakes Up Its AI Leadership
August 5, 2026
Freshfields' A Fresh Take
DOJ Declination Telling About Priorities
August 5, 2026
Financial Times
JPMorgan Poaches BofA M&A Banker
August 5, 2026
D&O Diary
AI-Related Class Actions Piling Up
August 5, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Offers Faster Corporate Filings Services Than Texas
August 5, 2026
Wall Street Journal
Paramount-Warner Antitrust Trial Set
August 4, 2026
Reuters
Amazon Loses Court Ban on Perplexity’s AI Shopping Tools
August 4, 2026
Financial Times
Todd Blanche Poised to Become AG
August 4, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Awards Fees for Pre-Litigation Errant Conduct
August 4, 2026
Deal Lawyers.com
Delaware Chancery Reminds Drafters M&A Recitals Aren’t Binding
August 4, 2026
Bloomberg
Trump Slams Big Oil’s Big Profits
August 3, 2026
Delaware Business Litigation Report
Delaware Court Sustains Implied Covenant Claim in Earnout Dispute
August 3, 2026
Financial Times
UBS Money Laundering Rules Lax
August 3, 2026
D&O Diary
Dropbox DExit Draws Shareholder Suit
August 3, 2026
Securities Regulation and Corporate Governance Monitor
Chancery Rules Safe Harbor Shields Public Benefit Corp. Directors
August 3, 2026
Bloomberg
Trump’s Arctic Mining Deal Signals a New Era of State Capitalism
August 2, 2026
D&O Diary
Geopolitical Issues Spur Securities Suit
August 2, 2026
Financial Times
How Gibson Dunn Raided Wachtell
August 2, 2026
Freshfields' A Fresh Take
More Evidence That SPACs Are Back
August 2, 2026
Business Law Prof Blog
How IPO Trends Look Midyear
August 2, 2026
Wall Street Journal
U.S. Weighs Foreign-Student Work Fee
July 30, 2026
New York Times
U.S. Economy Slows as Inflation Bites
July 30, 2026
Freshfields' A Fresh Take
Congress Mulls Cloud Export Controls
July 30, 2026
Financial Times
Europe Balks at $20 Bln Fifa Stake Sale
July 30, 2026
D&O Diary
AI-Related Securities Suit Hits Israeli Web Development Platform
July 30, 2026
Reuters
BAT Must Face Cigarette Label Suit
July 29, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Invalidates Officer-Manager Removal in the LLC Context
July 29, 2026
Financial Times
Former Goldman Exec Awarded Millions After Paternity Leave “Stigma”
July 29, 2026
Sidley Enhanced Scrutiny
Chancery Nixes Control-Group Claim
July 29, 2026
D&O Diary
Private Credit Fee Suits Pile Up
July 29, 2026
Bloomberg
Warner Bros. Deal Collapse Would Cost the Ellisons $9.8 Billion
July 28, 2026
Delaware Business Litigation Report
Delaware Chancery Nixes Adding Claims Three Business Days Before Trial
July 28, 2026
Freshfields' A Fresh Take
FCPA Case Stresses Mexican Cartels
July 28, 2026
Financial Times
Gibson Dunn Nabs Wachtell Co-Chair
July 28, 2026
D&O Diary
Delaware Mulls “AI Companies”
July 28, 2026
Wall Street Journal
Ford Joins Race for U.S. Army Truck
July 27, 2026
Financial Times
Trump Threatens EU tariffs in Retaliation for U.S. Tech Group Fines
July 27, 2026
D&O Diary
Pump-and-Dump Securities Suit Ups Market Manipulation Litigation Trend
July 27, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Nixes Prevention Doctrine Argument in Contract Breach Analysis
July 27, 2026
Cleary Antitrust Watch
EU Foreign Subsidies Regs Picking Up More Transactions Than Expected
July 27, 2026
Wall Street Journal
Sazerac Wants Another Shot at Jack Daniel’s Maker Brown-Forman
July 26, 2026
Delaware Business Litigation Report
Delaware Supreme Court Addresses Corporate Benefit from Tesla Director Compensation Settlement
July 26, 2026
D&O Diary
Securities Suit Filings, Settlement Numbers Rise in First Half 2026
July 26, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses AI Hallucinations in Court Filings
July 26, 2026
Corporate & Securities Law Blog
Nasdaq OKs $5 Million Market Value Continued Listing Rule
July 26, 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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