Crown image Columbia Law School
Home About Contact Subscribe RSS Email Twitter
Previous Next

  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 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

The CLS Blue Lion logo Sky Blog

Crown image

Columbia Law School's Blog on Corporations and the Capital Markets

Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

Menu

Skip to content
  • Our Contributors
  • Corporate Governance
  • Finance & Economics
  • M & A
  • Securities Regulation
  • Dodd-Frank
  • International Developments
  • Library & Archives

Michael R. Levin

Should Investors Care What Executives Think of Boards of Directors?

By Michael R. Levin July 16, 2025 by Michael R. Levin

Each year numerous surveys, reports, and analyses assess boards of directors, or BoDs. One from PwC landed about the same time as another from SquareWell Partners in the past couple of months, inviting a comparison.

PwC has surveyed CEOs and …

It’s Not That Investors Oppose Anti-ESG Proposals…

By Michael R. Levin July 3, 2025 by Michael R. Levin

The “anti-ESG” proposal arose somewhat recently, becoming more common within the past five or so years. Similar in spirit to ESG proposals, but their opposite. Like their conventional counterpart, they request a company consider or study or write a report

…

The Activist Investor Discusses “Voting No” on Directors

By Michael R. Levin February 13, 2025 by Michael R. Levin

Let’s say upfront: voting “no” or withholding votes on directors is a relatively weak way to influence a portfolio company. We’re stubborn, so we prefer electing directors or amending bylaws. Binding acts work much better than non-binding, like opposing exec …

Everything Is Rational Apathy

By Michael R. Levin December 19, 2024 by Michael R. Levin

Rational apathy stands at the center of current and long-time developments and debates in corporate governance and activism. Dominance of index funds in share ownership, prevalence of proxy advisers, pass-through voting programs, trading proxy votes on an exchange, and the …

How Tesla Pumped the Vote

By Michael R. Levin July 1, 2024 by Michael R. Levin

Tesla confronted an enormous challenge in winning support for the two controversial proposals at the 2024 Tesla annual meeting: to ratify CEO Elon Musk’s 2018 pay plan and to redomicile from Delaware to Texas. We thought it would take an …

1 Comment  

Who Re-Classifies a Board of Directors?

By Michael R. Levin June 5, 2024 by Michael R. Levin

Classified boards of directors (BoD) remain one of the sorest of sore spots about portfolio companies. Investors complain about them endlessly. Proxy advisors loathe them. Shareholder proposals to de-classify tend to succeed.

Sure, many new IPOs and de-SPAC companies start …

How to Buy Shareholder Votes

By Michael R. Levin April 23, 2024 by Michael R. Levin

Scholars who study activism have researched the value of a shareholder vote for decades. A very small number of activists have attempted to apply that research to actual proxy contests and other AGM matters. The subject was confined to academics …

Shareholders (and ISS) Won Big With Universal Proxy Card in 2023

By Michael R. Levin August 23, 2023 by Michael R. Levin

Now that proxy season has wrapped up, we thought we’d look back at the experience with universal proxy card (UPC). Overall, shareholders expressed their preferences in BoD elections with precision. Proxy advisors, in particular ISS, saw their recommendations win in

…

Does SEC Commissioner Want to Kill Shareholder Proposals?

By Michael R. Levin July 12, 2023 by Michael R. Levin

Based on his recent speech to the Society for Corporate Governance, it certainly seems as if SEC Commissioner Mark Uyeda would welcome an end to shareholder proposals. He proposes ideas that would empower companies to limit severely how shareholders could …

The Second Universal Proxy Card Hits EDGAR

By Michael R. Levin October 26, 2022 by Michael R. Levin

Last month, the first universal proxy card (UPC) hit EDGAR under the new SEC rule. We now have another example, with some interesting tidbits for aficionados and proxy junkies, and also for anyone who seeks an edge in proxy contest …

Universal Proxy Cards and the 67 Percent Solution

By Michael R. Levin June 7, 2022 by Michael R. Levin

The upcoming Universal Proxy Card (UPC) presents activist investors with only one potentially significant new burden: solicit two-thirds of the shares in a proxy contest at a portfolio company. Everything else in the new rule, including the new proxy card …

TheFilter

Description

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.

Filter Sources
D&O Diary
Exxon Wins Rare Securities Suit Trial
May 19, 2026
Wall Street Journal
Hidden Judges Settle Polymarket Tiffs
May 19, 2026
Bloomberg
CFTC’s Ex-Leaders Doubt It Can Handle Crypto and Prediction Markets
May 19, 2026
CoinDesk
Lawmakers Urge Trump to Fill CFTC
May 19, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Examines Fiduciary Duties of Blockholder Directors
May 19, 2026
Reuters
New Fed Chair to Be Sworn in Friday
May 18, 2026
Wall Street Journal
NextEra-Dominion Energy in $67 Bln Deal
May 18, 2026
Bloomberg
Musk Loses Case Over OpenAI Future
May 18, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Issues Civility Guidelines
May 18, 2026
Securities and Exchange Commission
SEC Rescinds No Denial Policy
May 18, 2026
The Hill
New Whistleblower Rules Encourage a Nation of Paid Informants
May 17, 2026
Financial Times
PCAOB Mulls Cutting Accounting Cops
May 17, 2026
Securities and Exchange Commission
SEC Proposes Final Adani Judgment
May 17, 2026
New York Post
Is Wall Street Bashing a Dallas Boon?
May 17, 2026
Business Law Prof Blog
How Corporate Jurisdictions Compare
May 17, 2026
Reuters
Tema Plans Prediction Markets ETF
May 14, 2026
Bloomberg
Boards Now Less Than 30% Women
May 14, 2026
New York Times
AI Chip Maker Soars Over IPO Price
May 14, 2026
Freshfields' A Fresh Take
SEC Shifts Insider Trading Playbook
May 14, 2026
Yahoo Finance
Judge Sees Musk-SEC Deal Red Flags
May 14, 2026
Deal Lawyers.com
Delaware Bankruptcy Court Refuses to Dismiss Fraudulent Transfer Claim
May 14, 2026
D&O Diary
SEC Seeking More Individual Liability
May 13, 2026
Wall Street Journal
1MDB-Scandal’s Villain Seeks Pardon
May 13, 2026
Bloomberg
Senate Confirms Fed Chair Warsh
May 13, 2026
New York Times
Geothermal Energy Firm Goes Public
May 13, 2026
Financial Times
Judge Questions Musk-SEC Resolution
May 13, 2026
Cooley M&A
SEC Cuts Minimum Tender Offer Period
May 12, 2026
Delaware Business Litigation Report
Delaware Supreme Court Addresses Implied Covenant in Earnout Dispute
May 12, 2026
New York Times
EBay Rejects GameStop’s $55 Bln Bid
May 12, 2026
Financial Times
Oil Majors Return to Alaska
May 12, 2026
Sidley Enhanced Scrutiny
U.S. Court Enforces Texas’ 3% Ownership Rule for Derivative Claims
May 12, 2026
Bloomberg
SEC Moves to End “Gag Rule”
May 12, 2026
The Governance Beat
SEC Likely to Nix Climate Disclosure
May 11, 2026
Financial Times
Sony-Blackstone in Music Rights Deal
May 11, 2026
D&O Diary
Tariff-Recovery Suits Rising Again
May 11, 2026
Reuters
Insider Trading Scandal Exposes Gaps in Law Firms’ Security
May 11, 2026
Bloomberg
SEC Audit Oversight Push Renews Questions for Enron-Era Watchdog
May 11, 2026
Semafor
Insider Trading Cases Will Get Harder
May 10, 2026
Bloomberg
Insider Traders Switched Firms Easily
May 10, 2026
Wall Street Journal
PCAOB Independence Rules Must Go
May 10, 2026
The FinReg Blog
Is Trump Token Unregistered Security?
May 10, 2026
Deal Lawyers.com
Stockholder-Pact Case Ends Like Moelis
May 10, 2026
D&O Diary
Securities Suit Hits Private Credit Firm
May 7, 2026
New York Post
Apollo to Open Non-NYC Headquarters
May 7, 2026
Politico
Wall Street Losing War With Crypto
May 7, 2026
The Block
Senator Says No to Any Crypto Bill Without an Ethics Provision
May 7, 2026
Deal Lawyers.com
CFIUS Resuming Normal Operations
May 7, 2026
Financial Times
30 Lawyers Accused of Insider Trading
May 6, 2026
D&O Diary
The Latest Jarkesy Developments
May 6, 2026
Wall Street Journal
Ken Griffin: New York “Doesn’t Welcome Success” Under Mamdani
May 6, 2026
Bloomberg
SEC Rule to End Biden-Era Climate Policy Sent to White House
May 6, 2026
Deal Lawyers.com
Chancery Nixes Merger-Related Fraud Claims as Preempted Under SLUSA
May 6, 2026
Freshfields' A Fresh Take
Connecticut to Enact Strict AI Law
May 5, 2026
Financial Times
JPMorgan, Blackrock Scoff at AI Bubble
May 5, 2026
D&O Diary
Ed-Tech Backlash Spurs Securities Suits
May 5, 2026
Wall Street Journal
SEC, Musk Settle Twitter Shares Case
May 5, 2026
Deal Lawyers.com
Delaware Chancery Allows Narrow Fraud Claim in M&A Earnout Case
May 5, 2026
Delaware Business Litigation Report
Delaware Supreme Court Mulls Another Boardwalk Pipeline Partners Appeal
May 4, 2026
Financial Times
Ebay Weighs GameStop’s $56 Bln Offer
May 4, 2026
Wall Street Journal
Losers Dominate Prediction Markets
May 4, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Nixes Founder/CEO Firing of Managing Board
May 4, 2026
Business Law Prof Blog
The Latest on Reincorporations
May 4, 2026
D&O Diary
Delaware Court Rules Disgorgement Not “Penalty” Precluding Coverage
May 3, 2026
Wall Street Journal
Buffett Fans Love 90s Berkshire Website
May 3, 2026
Bloomberg
Bitcoin Lags Despite Booster Efforts
May 3, 2026
Deal Lawyers.com
Private Equity Hits Bumpy First Quarter
May 3, 2026
Business Law Prof Blog
Shareholder Rights Are Losing Out to Promoters of “Wealth Maximization”
May 3, 2026
The Governance Beat
Beware Using AI to Draft Proxy
April 30, 2026
D&O Diary
Defendant Wins Securities Suit Trial
April 30, 2026
Bloomberg
Fidelity Mandates Five Days in Office
April 30, 2026
CoinDesk
Small Polymarket Group Winning Big
April 30, 2026
Deal Lawyers.com
Delaware Supreme Court Rejects Challenge to Advance Notice Bylaws
April 30, 2026
Reuters
Starbucks Customers Coming Back
April 29, 2026
Cleary Enforcement Watch
SEC, CFTC Offer Amendments to Reduce Form PF Reporting Burdens
April 29, 2026
D&O Diary
Blue Owl Shows D&O Private Credit Risk
April 29, 2026
Bloomberg
CEO Explains How He Faked Results in $300 Million Meltdown
April 29, 2026
ABC News
Bankman-Fried Denied New Trial
April 29, 2026
Wall Street Journal
UAE Exit Deals OPEC Major Blow
April 28, 2026
Cleary M&A Watch
SEC Cuts Minimum Tender Offer Time
April 28, 2026
Dealbook
Is OpenAI Lagging Further in AI?
April 28, 2026
The Governance Beat
Federal Court Enjoins Company from Excluding Shareholder Proposal
April 28, 2026
Law.com
SEC Chair: Crypto Needs Congress
April 28, 2026
Bloomberg
China Blocks Already Done Meta Deal
April 27, 2026
Dealbook
High-Stakes AI Clash Goes to Court
April 27, 2026
The Governance Beat
Labor Department Indicates Proxy Advisers Have ERISA Fiduciary Duties
April 27, 2026
Debevoise Insights
Do Boards Need AI Experts?
April 27, 2026
Yahoo Finance
Insider Trading Cases Threaten a Reckoning for Prediction Markets
April 27, 2026
Bloomberg
Italy Extradites Chinese Hacker to U.S.
April 26, 2026
New York Times
AI Start-Ups From Canada and Germany Merge to Take On Silicon Valley
April 26, 2026
Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Upholds Tesla’s Texas Bylaw Forum Provisions
April 26, 2026
Deal Lawyers.com
Nasdaq Ups SPAC Listing Requirements
April 26, 2026
Business Law Prof Blog
When Is a Delaware Claim Derivative?
April 26, 2026
Reuters
Warner Shareholders Vote to Approve $110 Billion Merger With Paramount
April 23, 2026
Wall Street Journal
Meta Plans to Lay Off 10% of Workers
April 23, 2026
Bloomberg
Insider Trading Convictions Tossed on Appeal Because of Juror Bias
April 23, 2026
NY Attorney General
Coinbase, Gemini Sued for Gambling
April 23, 2026
Delaware Corporate & Commercial Litigation Blog
Chancery Imposes Attorneys’ Fees for Breach of Confidentiality Order
April 23, 2026
Bloomberg
American Air Explores Alaska Air Revenue-Sharing Deal
April 22, 2026
Reuters
Lululemon Names Nike Exec CEO
April 22, 2026
Wall Street Journal
Trump Nears Spirit Airlines Rescue
April 22, 2026
New York Times
Crypto Entrepreneur Files Fraud Suit Against Trump Family Firm
April 22, 2026
Sidley Enhanced Scrutiny
Chancery Reaffirms Caremark Limits
April 22, 2026
Bloomberg
Deutsche Telekom Eyes T-Mobile Tie-up
April 21, 2026
D&O Diary
Peloton Beats Product Safety Claims
April 21, 2026
Wall Street Journal
Cybercrime Is Big “Scambodia” Industry
April 21, 2026
BBC News
Insider Trading Vibe Taints White House
April 21, 2026
bitcoin.com
SEC Swaps Suits for “ACT” Strategy
April 21, 2026
New York Times
Chip Maker Cerebras Files for IPO
April 20, 2026
D&O Diary
Delaware Court Nixes “Public Offering” Exclusion in De-SPAC Coverage Case
April 20, 2026
Bloomberg
Scotus Mulls SEC Disgorgement
April 20, 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.
Blwag 100 badge
Crown image Columbia Law School
Home About Contact Subscribe or Manage Your Subscription RSS Email Twitter
© Copyright 2026, The Trustees of Columbia University in the City of New York.