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  • John C. Coffee, Jr. – The Trump Indictment: Right Man, Wrong Crime Comment bubble 1 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
  • Asset Managers as Regulators Comment bubble 1 By Dorothy S. Lund
  • Reforming the Macroprudential Regulatory Architecture in the United States By Kathryn Judge and Anil Kashyap
  • Predicting the Unpredictable: What Will Musk Do Next? By John C. Coffee, Jr.
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 W. Peregrine

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, …

1 Comment  

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 …

The Board, the General Counsel, and the Risk-Insensitive Executive

By Michael W. Peregrine May 12, 2017 by Michael W. Peregrine

A significant emerging governance issue is how best to monitor – and influence – the management style of senior executives who by nature are insensitive to the risks of their initiatives. As recent controversies across multiple industry sectors confirm, such …

Board Forecast: Continuing Gatekeeper Anxiety

By Michael W. Peregrine February 1, 2017 by Michael W. Peregrine

Multiple recent developments suggest that governing boards will continue to be called upon to address the personal liability concerns of corporate gatekeepers and other executives. There may be no clear indication yet of whether the Trump administration will endorse government …

General Counsel’s Growing Prominence May Prompt Privilege Problems

By Michael W. Peregrine and William P. Schuman September 21, 2016 by Michael W. Peregrine

An emerging best practice of granting general counsel greater organizational prominence can create risks and benefits for corporate governance The general counsel’s ability to serve as a business partner of management helps establish the credibility essential to the successful performance …

Is the Risk of Director Liability Really a “Myth”?

By Michael W. Peregrine November 17, 2015 by Michael W. Peregrine

A recent scholarly article questioning the realistic financial liability exposure of corporate directors serves to prompt a larger discussion on the broad range of risks faced by directors, and actions that can be taken to mitigate those risks.

In the …

The Governance Implications of DOJ’s New Corporate Conduct Enforcement Guidelines

By Michael W. Peregrine September 25, 2015 by Michael W. Peregrine

The September 9 Department of Justice release of guidelines on corporate prosecution is a significant development that should be taken seriously by governing boards across industry sectors. The new guidelines, with their substantially increased focus on individual accountability, will likely …

Practical Board Guidance based on Chief Justice Strine

By Michael W. Peregrine July 17, 2015 by Michael W. Peregrine

Both “deal” and “governance” counsel will enjoy sharing with corporate clients the highly practical guidance provided by Chief Justice Leo E. Strine, Jr. in a newly published article in The Business Lawyer.[1] In his article, the Chief Justice …

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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
UAW, Mack Trucks Deal Averts Strike
October 2, 2023
Delaware Business Litigation Report
Derivative Plaintiffs Breached Duty to Company by Keeping Arbitration Award
October 2, 2023
Dealbook
Crypto’s Trial of the Century Begins
October 2, 2023
New York Times
Crypto Biz Roots for SBF Conviction
October 2, 2023
Deal Lawyers.com
Delaware Chancery Rejects Demand for Director Texts and Emails
October 2, 2023
Reuters
CFTC Fines Banks on Swap Reporting
October 1, 2023
D&O Diary
Scotus Takes Case on Whether Item 303 Breach Can Violate Section 10(b)
October 1, 2023
Securities and Exchange Commission
SEC Charges Clear Channel Outdoor With FCPA Violations on China
October 1, 2023
Jim Hamilton's World
SEC Chair Faces Down Often Hostile House Financial Services Committee
October 1, 2023
Deal Lawyers.com
Delaware Chancery Refuses to Re-Write Contract Terms on Earnouts
October 1, 2023
Dealbook
What’s Driving September Stock Swoon
September 28, 2023
Bloomberg
S&P 500 Options Quirk Mints Billions
September 28, 2023
Reuters
SEC Chief Says New California Law May Alter Baseline for Climate Rule
September 28, 2023
Jim Hamilton's World
CFTC Extends No-Action Relief on Ownership and Control Reports
September 28, 2023
Freshfields Blog
SEC Objects to “Roll-Up” Strategy
September 28, 2023
Reuters
UAW Poised to Expand Strikes
September 27, 2023
Wall Street Journal
Crypto Firm Binance Is Melting Down
September 27, 2023
Bloomberg
Citadel to Fight SEC on WhatsApp Probe
September 27, 2023
PubCo @ Cooley
SEC Charges GTT With Disclosure Failures and Control Violations
September 27, 2023
Corporate & Securities Law Blog
FTC Sues Private Equity Firm, Anesthesiology Practice for Antitrust Violations
September 27, 2023
Dealbook
Are Fossil Fuels the Next Cigarettes?
September 26, 2023
Reuters
SBF Trial to Test FTX Collapse Theories
September 26, 2023
D&O Diary
Shareholders Sue Electric Vertical Aviation Company Post-SPAC
September 26, 2023
Reuters
Wachtell Snags Willkie Defense Partner
September 26, 2023
PubCo @ Cooley
Defense Bill Would Subject Foreign Private Issuers to Section 16 Disclosure
September 26, 2023
Reuters
SEC Snags Wall Street Private Data as WhatsApp Probe Escalates
September 25, 2023
Securities and Exchange Commission
SEC Dings Goldman on Trading Data
September 25, 2023
Bloomberg
Shutdown Might Kill ESG Momentum
September 25, 2023
PubCo @ Cooley
SEC Committee Recommends Human Capital Management Disclosure
September 25, 2023
Jim Hamilton's World
CFTC Disapproves Control-of-Congress Contracts as “Gaming”
September 25, 2023
Business Insider
Almost All NFTs May Be Worthless
September 24, 2023
Axios
Companies Bite Back on Watchdogs
September 24, 2023
Wall Street Journal
New California Climate Law Pulls in Private Companies
September 24, 2023
Reuters
Appeals Court Keeps SBF in Jail
September 24, 2023
Cleary M&A Watch
The Unintended Consequences of Excluding Officers from Fiduciary Waivers
September 24, 2023
New York Times
FTX, SBF Blast Sullivan & Cromwell
September 21, 2023
New York Post
Stanford to Give Back FTX Donations
September 21, 2023
Wall Street Journal
DOJ Probes Elon Musk’s Perks
September 21, 2023
PubCo @ Cooley
SEC Big on Protecting Whistleblowers
September 21, 2023
Jim Hamilton's World
What’s Next for SEC’s Crypto Cops?
September 21, 2023
Reuters
Disney Plans to Quiet Culture War Noise
September 20, 2023
Dealbook
$100 Oil May Scramble Inflation Fight
September 20, 2023
Sidley Enhanced Scrutiny
For Delaware LLCs, Contractual Freedom Trumps Equitable Defenses
September 20, 2023
PubCo @ Cooley
Time for EDGAR Next?
September 20, 2023
CoinDesk
Bankman-Fried Blames Everyone Else
September 19, 2023
PubCo @ Cooley
SEC Focuses on Related-Person Deals
September 19, 2023
Jim Hamilton's World
Delaware Chancery OKs Dual-Class Stock Empowering Certain Shareholders
September 19, 2023
Delaware Corporate & Commercial Litigation Blog
Delaware Supremes Clarifies Limits of Equitable Review of LLC Agreements
September 19, 2023
Deal Lawyers.com
Delaware Dings Another Non-Compete
September 19, 2023
Reuters
U.S. Argues Google Wants Too Much Kept Secret in Antitrust Trial
September 18, 2023
Dealbook
Unions Keep Up Hardball Tactics
September 18, 2023
Wall Street Journal
Index Funds Approaching Zero Cost
September 18, 2023
PubCo @ Cooley
California Governor Confirms Will Sign Major Climate Bills
September 18, 2023
Deal Lawyers.com
Delaware Chancery Upholds Disparate Voting Rights for Same Class of Stock
September 18, 2023
Reuters
UAW Says Ford Talks “Productive”
September 17, 2023
New York Post
Apple Climate Change Film Slammed
September 17, 2023
Bloomberg
SEC Panel Urges Worker Diversity Rule
September 17, 2023
Jim Hamilton's World
SEC Proposes EDGAR Enhancements
September 17, 2023
Business Law Prof Blog
The Starbucks Case: To Whom Are Caremark Duties Owed?
September 17, 2023
Reuters
Court OKs FTX Crypto Asset Sales
September 14, 2023
D&O Diary
Regional Bank Jitters Sparking Suits
September 14, 2023
PubCo @ Cooley
Big California Climate Bills Passed
September 14, 2023
Jim Hamilton's World
Senate Panel Pondering AI Regulation
September 14, 2023
The Capital Commitment
Suit Tests Private Fund Adviser Rules
September 14, 2023
New York Post
Citi CEO Sets Sweeping Changes, Cuts
September 13, 2023
CNBC
“Cryptoqueen” Partner Gets 20 Years
September 13, 2023
New York Times
GOP Grills Gensler on Rulemaking Pace
September 13, 2023
Bloomberg
Kroll Says ESG Makes Money
September 13, 2023
PubCo @ Cooley
U.S. Court Says Starbucks’ DEI Initiative OK Under Business Judgment Rule
September 13, 2023
Wall Street Journal
Apple Unveils New iPhone Models
September 12, 2023
New York Times
BP Chief Resigns Over Relationships
September 12, 2023
Bloomberg
What’s Next for SBF’s Crypto Exchange
September 12, 2023
Reuters
CFTC Official Calls for Fraud Database
September 12, 2023
Jim Hamilton's World
Failure to Disclose Under Item 303 Can Trigger 10(b) Fraud Liability
September 12, 2023
Reuters
J.M. Smucker to Buy Twinkies Maker
September 11, 2023
Wall Street Journal
The Bitcoin ETF Trade Is Increasingly About the Value of Bitcoin Itself
September 11, 2023
Bloomberg
Wells Fargo Fake Account Accord OK’d
September 11, 2023
PubCo @ Cooley
SEC Dings Fluor for Accounting Flaws
September 11, 2023
California Corporate & Securities Law
Temporary Covid Closure Didn’t Breach Deal Covenant to Maintain Operations
September 11, 2023
Reuters
Detroit Autoworkers Ready to Strike
September 10, 2023
Bloomberg
Failed Crypto Boss Gets 11,000 Years
September 10, 2023
Financial News
KPMG Escalates Poaching Wars
September 10, 2023
Deal Lawyers.com
Delaware Chancery Denies Specific Performance in DeSPAC Merger Fight
September 10, 2023
Business Law Prof Blog
Can AI Detect Puffery?
September 10, 2023
Bloomberg
Crypto Crackdown Hurt San Francisco
September 7, 2023
New York Magazine
Michael Lewis Hearts Bankman-Fried
September 7, 2023
PubCo @ Cooley
SEC Springing Penalties Now a Thing
September 7, 2023
Jim Hamilton's World
SEC Tells Exchanges, FINRA to File Plan for National Marketing System
September 7, 2023
Hollywood Reporter
Failed FTC, DOJ Attacks on Deals May Prompt Wave of Vertical Mergers
September 7, 2023
D&O Diary
Shareholders Sue Robotic Aircraft Company in Yet Another Covid Suit
September 6, 2023
CNBC
Only Six Bitcoin Billionaires in World
September 6, 2023
Financial Times
Commissioner Hester Peirce Is Republican Thorn in SEC’s Side
September 6, 2023
Reuters
Grayscale Urges SEC to Approve Spot Bitcoin ETF
September 6, 2023
PubCo @ Cooley
Nasdaq Proposes Rule Changes for Waivers of Code of Conduct
September 6, 2023
New York Times
Lawyers Win Big in Crypto Collapse
September 5, 2023
Financial Times
Law Firms Are Diversity Battleground
September 5, 2023
Bloomberg
Alan Stanford Again Denied Release
September 5, 2023
PubCo @ Cooley
Clock Ticks on SEC’s Gensler Agenda
September 5, 2023
Jim Hamilton's World
DC Circuit Says SEC Should Have Approved Grayscale Application
September 5, 2023
Bloomberg
NFT Hype Fades in Crypto Market
September 4, 2023
Reuters
SBF to Pursue Blame Lawyers Defense
September 4, 2023
Bloomberg
Assets Flee South from California, NY
September 4, 2023
CoinDesk
Binance’s Head of Product Departs
September 4, 2023
Jim Hamilton's World
SG Files Brief in SEC’s ALJ Case
September 4, 2023

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