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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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Michael W. Peregrine

The Governance Challenges from DOJ’s New Whistleblower Pilot Program

By Michael W. Peregrine and Ashley C. Hoff August 16, 2024 by Michael W. Peregrine

Corporate boards and their leadership teams face unique compliance oversight challenges from the Department of Justice (“DOJ”)’s new Corporate Whistleblower Awards Pilot Program (“the Program”), the details of which were announced on August 1 by Principal Deputy Assistant Attorney General …

Post-Fischer Decision Obstruction Laws Remain a Threat to Corporate Executives

By Michael W. Peregrine and Ashley C. Hoff July 12, 2024 by Michael W. Peregrine

While the U.S. Supreme Court’s June 28 decision in Fischer v. United States rejected a broad application of certain Enron-era obstruction of justice laws, it reaffirmed the original corporate responsibility focus of those laws. In so doing, the decision reminds …

The Governance Implications of DOJ’s New Voluntary Self-Disclosure Program for Individuals

By Michael W. Peregrine and Ashley C. Hoff May 3, 2024 by Michael W. Peregrine

The Department of Justice recently announced a new policy on voluntary self-disclosure for individuals (the Pilot Program) that is likely to create significant challenges for a board of director’s audit and compliance committees, as well as tension among employees — …

Governance Implications of the Latest DOJ Corporate Fraud Enforcement Policies

By Michael W. Peregrine and Ashley C. Hoff March 29, 2024 by Michael W. Peregrine

Corporate boards will be called upon to renew their oversight of corporate compliance following the recent announcement of several new corporate fraud enforcement initiatives by the U.S. Department of Justice (DOJ). Most notably, these include a new whistleblower program and …

Corporate Governance Lessons from the OpenAI Controversy

By Michael W. Peregrine, Robert C. Louthian III and Charles M. Elson January 26, 2024 by Michael W. Peregrine

The ongoing controversy surrounding the artificial intelligence company OpenAI, Inc. (OpenAI) offers valuable, broad-based governance lessons for corporate boards across industry sectors and regardless of whether they are for-profit or non-profit companies. The lessons include those relating to mission restrictions, …

A New Call to Shape and Adapt Boardroom Culture

By Michael W. Peregrine October 6, 2023 by Michael W. Peregrine

In a significant corporate governance development, the National Association of Corporate Directors (“NACD”) has released a new report addressing the important role that culture plays in promoting effective governance discourse.

NACD describes the report as a “call to action” for …

The Argument for Strong Board Oversight of Artificial Intelligence

By Michael W. Peregrine and Alya Sulaiman July 28, 2023 by Michael W. Peregrine

Corporate governance can play an important role in a company’s approach to machine learning technologies such as artificial intelligence (“AI”) and in the mitigation of risks associated with their use.

A thoughtfully developed governance structure for AI will reflect oversight, …

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Stanford Law and the Corporate Social Voice

By Michael W. Peregrine March 31, 2023 by Michael W. Peregrine

The recent controversy involving public speech at Stanford Law School suggests an appropriate, and pressing, topic to be addressed by the corporate social voice. Consistent with recent practice, corporations can serve their stakeholders by using the Stanford example to promote …

A Pressing Topic for the Corporate Social Voice

By Michael W. Peregrine and Kenneth Kaufman January 20, 2023 by Michael W. Peregrine

The frightening deficiencies in U.S. public health preparedness are an appropriate, and pressing, topic to be addressed by the recently dormant corporate social voice.

One of the central tenets of the corporate social responsibility movement is a broader perspective on …

The New NACD Governance Principles Promote More Engaged and Committed Boards

By Michael W. Peregrine October 21, 2022 by Michael W. Peregrine

The new report by the National Association of Corporate Directors (“NACD”), A Framework for Governing into the Future (the “NACD Report”), is a valuable contribution to corporate governance discourse. Among its primary offerings are a forward-looking perspective on governance and …

Key Governance Take-Aways from the Association of Corporate Counsel Chief Legal Officer Survey

By Michael W. Peregrine February 26, 2021 by Michael W. Peregrine

The newly released Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel (“ACC”)[1] is an important governance resource on s board’s responsibility to exercise oversight of a company’s legal affairs in general and the operation of its …

Racial Diversity, Gender Equality, and Corporate Governance: An Update

By Michael W. Peregrine November 6, 2020 by Michael W. Peregrine

Corporate governing boards have a substantial homework assignment given multiple important developments affecting board composition and oversight of workforce culture. These developments encompass new surveys from prominent governance and consulting sources, notable litigation trends, and a new state law.  Collectively, …

The Pandemic’s Impact on Board Oversight of Enterprise Risk

By Michael W. Peregrine April 30, 2020 by Michael W. Peregrine

One of the most significant corporate governance implications of the pandemic may be its impact on the role and function of a board’s enterprise risk committee. From one perspective, the pandemic may increase that committee’s significance, potentially putting it on …

Key Governance Lessons from the New Association of Corporate Counsel Survey

By Michael W. Peregrine February 21, 2020 by Michael W. Peregrine

The newly released Chief Legal Officers survey (“Survey”) from the Association of Corporate Counsel (“ACC”)[1] is an important governance development to the extent that it supports a board’s ability to exercise oversight of its company’s legal department. Overall, the …

The Board’s Marchand/Clovis Reaction Plan

By Michael W. Peregrine December 13, 2019 by Michael W. Peregrine

Corporate boards may wish to adopt a plan of action in response to two recent Delaware decisions suggesting a shift in application of the historically director-friendly Caremark[1] standard for board oversight of a company’s compliance systems.  Such a plan …

Business Roundtable’s Statement on Corporate Purposes Has Noble Aims but Creates Uncertainty

By Michael W. Peregrine August 30, 2019 by Michael W. Peregrine

The Business Roundtable’s controversial new Statement on the Purpose of a Corporation (“Statement”) is a significant corporate governance development that requires thorough board discussion. The Statement will not only affect corporate purposes generally, but also have a very uncertain impact …

Revisiting Compliance Program Reporting Relationships

By Michael W. Peregrine July 5, 2019 by Michael W. Peregrine

Corporate leaders may wish to revisit the important yet sensitive topic of reporting relationships in compliance programs following the release of new guidance from the Department of Justice’s Criminal Division.

That guidance, entitled Evaluation of Corporate Compliance Programs[1], …

What Boards Should Know About CLOs’ Expanding Role

By Michael W. Peregrine April 1, 2019 by Michael W. Peregrine

A series of significant developments provides a timely prompt for boards of directors to acknowledge the expanding role and importance of chief legal officers (“CLO”).

These developments include the departure of several high-profile CLOs; the recognition of the CLO as …

The Governance Implications of Business Disruption

By Michael W. Peregrine and Kenneth Kaufman January 12, 2018 by Michael W. Peregrine

In 2018, corporate boards will increasingly be called upon to respond to how innovative competitors disrupt their companies’ business models.  These competitors use technology, scale, and sharp insights into consumers to lower prices, improve products and services, and draw customers …

How General Counsel Are Becoming More Essential in the C-Suite

By Michael W. Peregrine October 9, 2017 by Michael W. Peregrine

As organizations continue to evolve and grow, so too does the role of the general counsel.  Recent, diverse developments underscore how general counsel are no longer just corporate lawyers but also essential executive officers.

These developments include the emergence and …

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