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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
Editor-At-Large Reynolds Holding

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Martin Lipton

Wachtell Lipton Discusses Court Ruling that BlackRock’s Inclusion as Investment Manager Breaches ERISA Duty of Loyalty

By Martin Lipton, David A. Katz and Elina Tetelbaum January 22, 2025 by Martin Lipton

The District Court for the Northern District of Texas recently ruled that a company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) for permitting BlackRock’s inclusion as an investment manager of its employees’ retirement …

Stakeholder Governance and the Eclipse of Shareholder Primacy

By Martin Lipton and Kevin S. Schwartz May 8, 2024 by Martin Lipton

For decades, advocates of “shareholder primacy” as the North Star of corporate governance have steered our leading corporations and our Nation’s economic engine perilously off-course.  Since the 1970s, when the work of Milton Friedman, Michael Jensen, and Frank …

Wachtell Lipton Discusses Key Issues in Corporate Governance for 2024

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Carmen X.W. Lu January 10, 2024 by Martin Lipton
Over the past year, expectations for directors have continued to evolve, bringing new challenges and responsibilities to the boardroom. The remarkable speed, volume and proliferation of channels through which information travels today continue to place more scrutiny on boards and
…

Wachtell Lipton Revisits the “New Paradigm” for Corporate Governance

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Elina Tetelbaum and Carmen X.W. Lu July 21, 2023 by Martin Lipton

In view of the attacks on “woke” corporations, ongoing legislative opposition to the consideration by investors and corporations of environmental, social and governance (ESG) issues, legal challenges to elements of ESG itself (notably, initiatives designed to further diversity, equity and …

Wachtell Lipton Discusses Key Issues for Boards in Corporate Governance for 2023

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark December 6, 2022 by Martin Lipton

While the world recovers from the worst of the pandemic, the economic, political and social repercussions will continue to play out in ways that, while unpredictable, are in some respects characterized by observable patterns of cause-and-effect and cyclicality.  The pendulum …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević September 7, 2022 by Martin Lipton

The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today [September 1].  The resurgence of activism is already in progress, and the universal proxy card may significantly facilitate some proxy contests in which an …

Wachtell Lipton Discusses Stakeholder Capitalism and ESG as Tools for Value Creation

By Martin Lipton, David M. Silk and Carmen X.W. Lu June 16, 2022 by Martin Lipton

Recent high profile investigations into greenwashing, the ongoing war in Ukraine and soaring energy costs have prompted questions as to the purpose and value of ESG, and more broadly, stakeholder capitalism.  Some have criticized stakeholder capitalism and ESG as “woke” …

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Wachtell Lipton Puts Spotlight on Boards: Spring 2022 Update

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark April 21, 2022 by Martin Lipton

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Wachtell Lipton on Dealing with Activist Hedge Funds and Other Activist Investors

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Anna Dimitrijević October 13, 2021 by Martin Lipton

Despite a short dip at the outset of the pandemic, activism has rebounded and now continues at an ever-growing intensity.  As we have previously noted, regardless of industry, size or performance, no company should consider itself immune from activism.  No …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Hannah Clark September 9, 2021 by Martin Lipton

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Wachtell Lipton Discusses Myths About Advances in Stakeholder Governance

By Martin Lipton and William Savitt August 25, 2021 by Martin Lipton

Two years ago, the Business Roundtable (BRT) issued a “Statement on the Purpose of a Corporation,” signed by the CEOs of 184 major U.S. corporations, that rejected shareholder primacy, declared “a fundamental commitment to all [corporate] stakeholders” and linked corporate …

Wachtell Lipton Discusses Key Corporate Governance Issues for Mid-Year 2021

By Martin Lipton, Steven A. Rosenblum and Karessa L. Cain June 28, 2021 by Martin Lipton

Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pandemic.  Many of these issues are still …

Milton Friedman’s Essay and the True Purpose of the Business Corporation

By Martin Lipton September 18, 2020 by Martin Lipton

From a practical standpoint, the most significant part of the 1970 Milton Friedman essay in the New York Times was the headline: “The Social Responsibility Of Business Is to Increase its Profits.”  For a half-century, that phrase has …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton and Carmen X.W. Lu July 23, 2020 by Martin Lipton

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Wachtell Lipton on How Boards and Management Should Handle ESG and Stakeholder Governance

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain June 4, 2020 by Martin Lipton

As directors and shareholders become increasingly attuned to ESG considerations and stakeholder-oriented governance, they have sought guidance about how to incorporate these imperatives into the board’s decision-making process—particularly regarding decisions that entail trade-offs or an allocation of resources between and …

Wachtell Lipton on the Purpose of the Corporation

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain May 27, 2020 by Martin Lipton

The growing view that corporations should take into account environmental, social and governance (ESG) issues in running their businesses, and resistance from those who believe that companies should be managed solely to maximize share price, has intensified the focus on …

Wachtell Lipton Pushes Back Against Attack on Stakeholder Governance

By Martin Lipton, David M. Silk, William Savitt, Sabastian V. Niles and Carmen X.W. Lu March 5, 2020 by Martin Lipton

In an article posted yesterday [March 2] on the Harvard Law School Forum on Corporate Governance blog, Professor Lucian Bebchuk rejects stakeholder governance and, in so doing, attacks the committed positions of influential institutions as varied as the Business Roundtable, …

Wachtell Lipton Shines a Spotlight on Boards

By Martin Lipton March 3, 2020 by Martin Lipton

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

Wachtell Lipton Discusses State Street’s Voting Push on Financially Material ESG Matters

By Martin Lipton, Sabastian V. Niles and Carmen X.W. Lu February 4, 2020 by Martin Lipton

In a letter to directors of public companies, State Street Global Advisors’ President and CEO, Cyrus Taraporevala, reiterated SSgA’s focus on “financially material” ESG issues as “a matter of value, not values.”  He also confirmed that SSgA will go …

Wachtell Lipton Discusses Purpose, Stakeholders, ESG, and Sustainable Long-Term Investment

By Martin Lipton December 24, 2019 by Martin Lipton

This year, each of the major index fund managers, the Business Roundtable, the British Academy, the UK Financial Reporting Council, the World Economic Forum and a number of other organizations (both governmental and nongovernmental) announced that they did not support …

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D&O Diary
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SEC Settles With SolarWinds
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How Texas Treats Share Controllers
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SEC Rethinks Market Surveillance Tool
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Elon Musk Confidant Exits Tesla
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Public May Soon Bet on SpaceX Stock
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GOP Mulls Mega-Rich Tax in Trump Bill
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Delaware Business Litigation Report
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Vanguard to Split Into Two Advisers
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Texas Seeks to Limit Proxy Advisers
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U.S. Audit Board Survives GOP Axe
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Suit Says Reddit Downplayed Impact of Google AI-Related Changes
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SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
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Bloomberg
Tariffs May Hike Prices $2000 Per Car
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Reuters
Google Faces EU Antitrust Setback
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Wall Street Journal
Trump Delays TikTok Ban a Third Time
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New York Times
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Nippon Steel-U.S. Steel Deal Closes
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Crypto Group Tron to Go Public
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Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
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Reuters
Purdue Opioid Deal Wins State Approval
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Wall Street Journal
OpenAI Tension With Microsoft Rises
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Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
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SEC Nixes Shareholder Proposal Plan
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Bloomberg
S&P 500 CEOs Turning to Bodyguards
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D&O Diary
Company Risks Rise in Global Trade War
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Bloomberg
Stablecoins Put Crypto Near Mainstream
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CoinDesk
Ripple Gets Back $75 Mln in Penalties
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Securities Regulation and Corporate Governance Monitor
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Update on Nevada Reincorporations
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Reuters
IPO Market Bounces Back
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Wall Street Journal
Lawmakers Traded as Tariffs Imposed
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DOJ Criminal Chief Speaks on FCPA
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Scotus Rejects Challenge to FINRA
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Bloomberg
Senate GOP Plan Erases Audit Board
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Alphabet Settles Antitrust-Related Derivative Lawsuit for $500 Million
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Trump Vows Change Little at Law Firms
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SEC Says Existing Cuts Met DOGE Goal
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DOJ Focus Narrows in FCPA Cases
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New York Times
Meta in Talks to Invest in Scale AI
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SEC Rethinks Foreign Private Issuers
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Deal Lawyers.com
Delaware Chancery Grants Motion to Certify Constitution Issues on SB 21
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Reuters
Japan Sees Progress in U.S. Tariff Talks
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Wall Street Journal
DOGE Staffers Fear Getting DOGE’d
June 8, 2025
Bloomberg
BlackRock, Vanguard in Collusion Case
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Structural Antitrust Remedies Are Back
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