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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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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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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 …

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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 …

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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
Ford Also Backs Off EV Tax Credit Plan
October 9, 2025
Wall Street Journal
New York AG Indicted for Bank Fraud
October 9, 2025
New York Magazine
Ponzi Charges Crash YouTube Empire
October 9, 2025
Bloomberg
FirstBrands Fail Blind Sides Wall Street
October 9, 2025
Deal Lawyers.com
Chancery OKs Claim Insiders Got Non-Ratable Benefit from LLC Conversion
October 9, 2025
Reuters
GM Backs Off EV Tax Credit Claim
October 8, 2025
Dealbook
Battery-Focused Power Firm Gets $1 Bln
October 8, 2025
Sidley Enhanced Scrutiny
PSLRA Confusing Section 11 Litigants
October 8, 2025
D&O Diary
Is Claude the Next Napster?
October 8, 2025
Law.com
SEC Facing Backlogs After Furloughs
October 8, 2025
Bloomberg
Fears of Trillion-Dollar AI Bubble Grow
October 7, 2025
Reuters
Tesla’s “Affordable” Models Are Not
October 7, 2025
Wall Street Journal
Megabanks Drive Regionals to Merge
October 7, 2025
Cooley M&A
Shutdown Stalls Antitrust Enforcers
October 7, 2025
Dealbook
NYSE Parent to Buy Stake in Prediction Market Operator Polymarket
October 7, 2025
Bloomberg
U.S. to Take 10% of Alaska Mining Firm
October 6, 2025
Wall Street Journal
OpenAI, AMD Ink Massive Chip Deal
October 6, 2025
Cleary M&A Watch
How a Retail Voting Program Works
October 6, 2025
Freshfields' A Fresh Take
FTC Challenges Zillow-Redfin Deal
October 6, 2025
Deal Lawyers.com
Chancery Lets Fiduciary Duty Claims Proceed in Microsoft-Activision Deal
October 6, 2025
Bloomberg
Bitcoin Crosses Fresh Record High
October 5, 2025
Wall Street Journal
Startups Eating Big Food’s Lunch
October 5, 2025
Reuters
Trump Eyes Greenland Rare-Earth Firm
October 5, 2025
D&O Diary
Delaware Chancery M&A Suit Settlements Rise in Number and Value
October 5, 2025
Business Law Prof Blog
Second Circuit Securities Decision May Suggest PSLRA Went Too Far
October 5, 2025
Delaware Business Litigation Report
Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
October 2, 2025
Freshfields' A Fresh Take
How EU, California AI Acts Overlap
October 2, 2025
Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
October 2, 2025
Reuters
Judge Nixes NFT Artist Suit Against SEC
October 2, 2025
Reuters
Judge Keeps SEC Twitter Suit in DC
October 2, 2025
Reuters
Yahoo Nears AOL Sale for $1.4 Billion
October 1, 2025
Bloomberg
Automakers Extend $7,500 EV Discount
October 1, 2025
D&O Diary
How Plaintiffs Are Dodging Delaware
October 1, 2025
Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
October 1, 2025
Deal Lawyers.com
Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
October 1, 2025
Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
September 30, 2025
Wall Street Journal
Boeing Starts on 737 MAX Replacement
September 30, 2025
Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
September 30, 2025
D&O Diary
Bankruptcy Statistics Prompt Worry
September 30, 2025
Bloomberg
Atkins Touts SEC-CFTC Crypto Work
September 30, 2025
Bloomberg
Google Settles Trump Suit for $24.5 Mln
September 29, 2025
Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
September 29, 2025
The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
September 29, 2025
Financial Times
Let Market Set Reporting Frequency
September 29, 2025
Bloomberg
EA Buyout Talk Highlights Gaming Fall
September 28, 2025
Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
September 28, 2025
Business Law Prof Blog
Nevada Forms Biz Court Commission
September 28, 2025
Bloomberg
Trump Order Puts TikTok at $14 Billion
September 25, 2025
Wall Street Journal
Autos Flash US Economy Warning Sign
September 25, 2025
Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
September 25, 2025
Dealbook
Germany Woos Indian Workers US Scared
September 25, 2025
Freshfields' A Fresh Take
SEC Case Tests Private Fund Managers
September 25, 2025
MSNBC
Comey Indictment Expected Soon
September 24, 2025
Bloomberg
Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
September 23, 2025
Bloomberg
No Quarterly Reports Portends Shakeup
September 23, 2025
Bloomberg
SEC Chief Seeks Crypto Rule Exemption
September 23, 2025
Bloomberg
IPOs Revive, Private Market Still Soars
September 22, 2025
Reuters
Nvidia to Put Up to $100 Bln in OpenAI
September 22, 2025
Wall Street Journal
Treasury Boss Hints at Argentina Rescue
September 22, 2025
New York Times
H-1B Visa Tiff Roils Firms, Geopolitics
September 22, 2025
D&O Diary
Killing Quarterly Reports Is a Bad Idea
September 21, 2025
Bloomberg
SEC Drops Allen Stanford-Related Case
September 21, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery: Personal CEO Data Irrelevant
September 21, 2025
Deal Lawyers.com
How Big Beautiful Bill Affects M&A
September 21, 2025
Business Law Prof Blog
Texas Puts Culture Over Governance
September 21, 2025
Wall Street Journal
California Seeks End to Oil Firms Exit
September 18, 2025
Bloomberg
FTC Sues Ticketmaster, Live Nation Over Ticket Resales
September 18, 2025
Reuters
Nvidia Takes $5 Billion Stake in Intel
September 18, 2025
Delaware Business Litigation Report
Delaware Chancery Dismisses Suit for Failure to Claim Demand Futility
September 18, 2025
MSN
Ex-SEC Chair Warns Twice-a-Year Reporting Will Make Markets Volatile
September 18, 2025
Reuters
Fed Cuts Interest Rates, More to Come
September 17, 2025
Dealbook
Fed Chair Has Internal Challenges Too
September 17, 2025
The Governance Beat
SEC Warns Foreign Firms on Accounting
September 17, 2025
Wall Street Journal
End to Quarterly Reports No Sure Bet
September 17, 2025
Business Law Prof Blog
SEC OKs Arbitration in Bylaws, Charter
September 17, 2025
D&O Diary
Courts Slam Lawyers’ AI Misuse
September 16, 2025
Bloomberg
SEC, Winkelvosses to End Crypto Suit
September 16, 2025
Reuters
Trump Seeks End to Quarterly Reports
September 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC OKs Retail Shareholder Voting Program for Standing Voting Directions
September 16, 2025
Sidley
How Universal Proxy Changed Contests
September 16, 2025
Cleary M&A Watch
House Financial Services Committee Previews Possible 14a-8 Reform
September 15, 2025
Delaware Business Litigation Report
Chancery Nixes Insider Trading Claims for Demand-Futility Pleading Fail
September 15, 2025
Dealbook
Robinhood Bets Again on Opening Up Private Markets
September 15, 2025
Financial Times
SEC Boss Scraps Bold Enforcement Plan
September 15, 2025
Insurance Journal
Attacks on SEC Climate Rule Paused
September 15, 2025
Wall Street Journal
UnitedHealth Spends Big to Mollify DC
September 14, 2025
New York Post
UBS Eyes US Move to Skirt Swiss Regs
September 14, 2025
D&O Diary
SOX’s Ethics Reporting Hotlines Endure
September 14, 2025
Yahoo Finance
SEC to Nix Case Against Nikola CEO
September 14, 2025
Business Law Prof Blog
SEC May OK Arbitration in Bylaws
September 14, 2025
Wall Street Journal
Microsoft, OpenAI to Extend Partnership
September 11, 2025
Bloomberg
Paramount Readies Warner Bros. Bid
September 11, 2025
Dealbook
Klarna Debut Suggests IPO Revival
September 11, 2025
Securities and Exchange Commission
New Corporation Finance Chief Named
September 11, 2025
McDermott Will
DOJ, FTC Speed Up Merger Reviews
September 11, 2025
Bloomberg
SEC Near Dual-Class Fund Decision
September 10, 2025
Delaware Business Litigation Report
Delaware Chancery Finds Class Rep Sought Excessive Incentive Award
September 10, 2025
ThinkAdvisor
SEC Sued Over Accredited Investor Rule
September 10, 2025
Financial Times
SEC Targets Firms Tied to Suspected Chinese Pump and Dump Scam
September 10, 2025
Corporate & Securities Law Blog
Ninth Circuit Clarifies the SEC’s Disgorgement Standard
September 10, 2025

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