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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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Luca Enriques

The Placebo Effect of Insider Dealing Regulation

By Luca Enriques, Yoon-Ho Alex Lee and Alessandro Romano June 17, 2025 by Luca Enriques

In a recent article, we explore the curious case of how regulators in the EU, UK, and United States treat two forms of insider trading — what we call “traditional insider trading” and “shadow trading.” The former, familiar to …

Comment  

No Private Ordering Please, We’re Italian

By Luca Enriques and Casimiro A. Nigro May 22, 2025 by Luca Enriques

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

Comment  

How the EU Sustainability Mandate’s Impact on U.S. Companies Is Evolving

By Luca Enriques, Matteo Gatti and Roy Shapira May 15, 2025 by Luca Enriques

In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …

Comment  

Mandatory Corporate Law as an Obstacle to Venture Capital Contracting in Europe

By Luca Enriques, Casimiro A. Nigro and Tobias H. Tröger April 1, 2025 by Luca Enriques

Venture capital (VC) is a key driver of economic growth. A substantial body of legal and financial scholarship has examined the institutional factors that shape VC activity. In the first of two papers, we build on the idea that the …

Green Gatekeepers

By Luca Enriques, Alessandro Romano and Andrew F. Tuch October 21, 2024 by Luca Enriques

Firms’ green claims have become ubiquitous in recent years. Products are “recycled” or “responsibly sourced,” financial instruments are “green” or “ESG,” firms promise to become “carbon neutral” or “net-zero,” and so on. But can the recipients of such claims assess …

Death by a Thousand Cuts: The Hostile Bids Regime in Europe, 2004-2023

By Luca Enriques and Matteo Gatti March 25, 2024 by Luca Enriques

In 2004, the European Union (EU) adopted the Takeover Directive, a framework statute aimed at regulating corporate control transactions and takeover bids targeting EU listed issuers. The Directive, amidst aspirations of fostering a unified market for corporate control and ensuring …

The Dialogue Between Corporations and Institutional Investors

By Giovanni Strampelli and Luca Enriques September 15, 2023 by Luca Enriques

With (minority) shares now concentrated in the hands of a relatively small number of institutions, institutional investors are expected to play an ever-increasing role in the governance of listed companies worldwide. However, it is uncertain whether institutional investors can actually …

Green Pills

By John Armour, Luca Enriques and Thom Wetzer September 7, 2022 by Luca Enriques

Many of the world’s largest firms have recently announced their intention to reduce carbon emissions over the coming decades. The financial sector claims to have mobilized over $130 trillion in support of the net zero transition, and 33 percent of …

Dual Class Shares in the Age of Common Ownership

By Vittoria Battocletti, Luca Enriques and Alessandro Romano May 10, 2022 by Luca Enriques

Mark Zuckerberg has virtually all his personal wealth invested in Meta Platforms (formerly Facebook). His incentives as controller of Meta are thus clear: Maximize firm value and private benefits of control, irrespective of the effect that might have on other …

Why Corporate America Should Pay Attention to the Proposed EU Directive on Corporate Sustainability Due Diligence

By Luca Enriques and Matteo Gatti April 25, 2022 by Luca Enriques

On February 23, 2022, the European Commission issued its long-awaited proposal for a Directive on Corporate Sustainability Due Diligence (the Proposed Directive). Under the Proposed Directive, large companies operating in the EU market must identify, prevent, and mitigate any actual …

Mandatory Corporate Climate Disclosures: Now, but How?

By John Armour, Luca Enriques and Thom Wetzer January 10, 2022 by Luca Enriques

Climate change is one of today’s most salient policy challenges. Under the Paris Agreement, 195 governments agreed to limit temperature increases to well below 2, preferably 1.5, degrees centigrade relative to pre-industrial levels. Since the magnitude of global warming is …

Rewiring Corporate Law for an Interconnected World

By Luca Enriques and Alessandro Romano November 18, 2021 by Luca Enriques

The traditional view of corporate law can be summarized as follows. Shareholders have a single well-defined objective, namely “to maximize the net present value of the firm’s earnings per dollar invested” (Hansmann, 283). Managing companies in the interest …

Bank-Fintech Partnerships, Outsourcing Arrangements, and the Case for a Mentorship Regime

By Luca Enriques and Wolf-Georg Ringe July 22, 2020 by Luca Enriques

Fintech firms, once perceived as disruptors of the traditional banking industry, are now increasingly seen as attractive partners for established financial institutions. Partnership arrangements between banks and new financial technology startups have therefore mushroomed over the last several years. Such …

Extreme Times, Extreme Measures: Pandemic-Resistant Corporate Law

By Luca Enriques May 5, 2020 by Luca Enriques

These are exceptional times, and policymakers are taking exceptional measures in public health, public finance, monetary policy, and public law. Among the latter, of great relevance to corporate governance are the rules broadening governments’ powers to authorize large share block …

Corporate Technologies and the Fallacy of Tech Nirvana

By Luca Enriques and Dirk A. Zetzsche April 13, 2020 by Luca Enriques

Time and time again, corporate scandals remind us of the importance of the mechanisms aimed to ensure that agents within corporations perform their tasks and duties in line with the long-term interests of their shareholders (and other stakeholders, as the …

COVID-19: A Global Moratorium for Corporate Bonds

By Horst Eidenmüller, Luca Enriques and Kristin van Zwieten March 27, 2020 by Luca Enriques

The alarming prospect of widespread defaults by viable firms caused by the COVID-19 pandemic has prompted various proposals for financial assistance from states. But firms might face financial distress before these measures become effective. Smaller firms with concentrated debt may …

Why Stock Markets Are Essential at the Time of Coronavirus

By Luca Enriques March 13, 2020 by Luca Enriques

If stocks were still traded in pits, stock exchanges would have been shut down in China, Korea, Italy and possibly elsewhere a while ago. A bunch of men shouting and feverishly passing each other sheets of papers would have …

2 Comments  

Welcome to Vilnius: Regulatory Competition in the EU Market for E-Money

By Luca Enriques November 4, 2019 by Luca Enriques

If you google “Lithuania e-money,” the auto-fill function will suggest that you search for ”Lithuania e-money license.” If you accept the tip, the first result will be Ecovis, which describes itself as “the most experienced finance institution and FinTech licensing …

Network-Sensitive Financial Regulation

By Luca Enriques, Alessandro Romano and Thom Wetzer June 10, 2019 by Luca Enriques

Shocks to only part of the financial system, such as the collapse of the subprime mortgage market in 2007, can spread and intensify through the complex interconnections among financial and non-financial institutions to become systemic threats. The consequences can be …

Institutional Investor Voting Behavior: A Network Theory Perspective

By Luca Enriques and Alessandro Romano May 17, 2018 by Luca Enriques

It is received wisdom that institutional investors have insufficient incentives to cast informed votes because they compete on relative performance. If BlackRock invests in the monitoring of one of its portfolio companies, it will become relatively less competitive vis-à-vis the …

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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’s Market Value Tops $4 Trillion
July 10, 2025
Wall Street Journal
Unilever Picks a Ben & Jerry’s CEO
July 10, 2025
The FinReg Blog
Path Forward for Crypto Legislation
July 10, 2025
Securities and Exchange Commission
Tokens Are Enchanting, Not Magical
July 10, 2025
Bloomberg
SEC Fraud Enforcers Keeping Pace
July 10, 2025
Dealbook
X Chief Says She Is Stepping Down
July 9, 2025
Cleary Enforcement Watch
DOJ Bulk Data Grace Period Near End
July 9, 2025
Sidley Enhanced Scrutiny
Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
July 9, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery Clarifies Duty of Candor
July 9, 2025
M&A Law Prof Blog
Investors May Sour on Texas, Nevada
July 9, 2025
Wall Street Journal
Investing Platform Linqto Goes Bankrupt
July 8, 2025
Debevoise Data Blog
Biggest AI Risk: Denying Employees AI
July 8, 2025
LinkedIn
Delaware SB21 May Revive Appraisals
July 8, 2025
Corporate & Securities Law Blog
SEC’s “Finder” Exemption Back in Play
July 8, 2025
Business Law Prof Blog
The First Caremark Trial Is Imminent
July 8, 2025
Bloomberg
Apple Loses Top AI Exec to Meta
July 7, 2025
Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
July 7, 2025
Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
July 7, 2025
The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
July 7, 2025
Cleary Enforcement Watch
DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
July 7, 2025
Reuters
EU Antitrust Suit Strikes Google AI
July 6, 2025
D&O Diary
Covid Securities Suit Hits Petco
July 6, 2025
Bloomberg
SEC Settles With SolarWinds
July 6, 2025
CooleyXchange
How Texas Treats Share Controllers
July 6, 2025
Business Law Prof Blog
What Cost Stock-Price Expectations?
July 6, 2025
Bloomberg
Trump Strikes Vietnam Trade Deal
July 2, 2025
Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
July 2, 2025
Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
July 2, 2025
Foley Blog
Human Factor Matters in M&A
July 2, 2025
Business Law Prof Blog
Nevada Biz Court Approval Pending
July 2, 2025
Wall Street Journal
California Ditches Environmental Law
July 1, 2025
Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
July 1, 2025
New York Times
BP Was Once a Hunter, Now Prey
July 1, 2025
Reuters
DOGE Eyes SPACs, SEC Policies
July 1, 2025
Deal Lawyers.com
Chancery Talks M&A Price Adjustment
July 1, 2025
Bloomberg
Apple Can’t Shake DOJ Antitrust Case
June 30, 2025
New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
Freshfields' A Fresh Take
SEC Changes Course on Priorities
June 30, 2025
D&O Diary
Securities Suits Filed at 2024 Pace
June 30, 2025
Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
June 30, 2025
The Governance Beat
PCAOB May Yet Survive
June 29, 2025
D&O Diary
Investor Suits Hit Weight Loss Drugs
June 29, 2025
Bloomberg
SEC Rethinks Market Surveillance Tool
June 29, 2025
CoinDesk
Ripple Battle With SEC Is Over
June 29, 2025
Securities and Exchange Commission
SEC Issues Report on Changes in M&A
June 29, 2025
Bloomberg
Trade Deals Stall on More Tariffs Fear
June 26, 2025
Reuters
Elon Musk Confidant Exits Tesla
June 26, 2025
Dealbook
Trump Weighs Fed Chair Shakeup
June 26, 2025
Wall Street Journal
Public May Soon Bet on SpaceX Stock
June 26, 2025
Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
June 26, 2025
Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
June 25, 2025
Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
June 25, 2025
Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
June 24, 2025
Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
June 24, 2025
The Governance Beat
Vanguard to Split Into Two Advisers
June 24, 2025
D&O Diary
How AI May Change MD&A Language
June 24, 2025
New York Times
Boeing Quiet at Paris Air Show
June 23, 2025
Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
June 23, 2025
The Governance Beat
Texas Seeks to Limit Proxy Advisers
June 23, 2025
Bloomberg
U.S. Audit Board Survives GOP Axe
June 23, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
June 22, 2025
Financial Times
SEC Scraps Proposed Market Rules
June 22, 2025
National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
June 19, 2025
New York Times
WhatsApp Introduces Ads to App
June 19, 2025
Reuters
Nippon Steel-U.S. Steel Deal Closes
June 18, 2025
D&O Diary
AI-Washing Suit Hits Healthcare Firm
June 18, 2025
Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
June 18, 2025
Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
June 18, 2025
D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
Bloomberg
Top Crypto Betting Tool Nears Debut
June 17, 2025
Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
June 17, 2025
Financial Times
Crypto Group Tron to Go Public
June 17, 2025
Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
June 16, 2025
The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025
Reuters
IPO Market Bounces Back
June 12, 2025
Wall Street Journal
Lawmakers Traded as Tariffs Imposed
June 12, 2025
Bloomberg
Crypto Enforcement Now Up to States
June 12, 2025
Justice Department
DOJ Criminal Chief Speaks on FCPA
June 12, 2025
Deal Lawyers.com
Delaware Chancery Addresses Exculpation Defense in Fiduciary Duty Case
June 12, 2025

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