A New Podcast Debuts: The Cutting Edge

Today, the Blue Sky Blog launches its newest podcast series, The Cutting Edge: Current Issues in White Collar Crime and Corporate Governance. The series features top scholars, lawyers, and other esteemed figures in the legal world discussing breaking developments in white collar crime and corporate governance and the tough ethical and professional issues they raise. John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, hosts the series, and Jed S. Rakoff, senior federal district judge in the Southern District of New York, joins as a commentator.

In Episode 1, Coffee and Rakoff speak with … Read more

SEC Considers Amendments to Rule 10b5-1

It was a very busy day at the U.S. Securities and Exchange Commission yesterday, with the commission weighing in on several proposed rule changes. For starters, the commission considered proposed amendments to Rule 10b5-1 and new disclosure requirements designed to prevent insider trading. Several SEC commissioners expressed their views on the measures. Commission Chairman Gary Gensler’s statement in support is here. The statements of commissioners Caroline A. Crenshaw, Allison Herren Lee, Hester M. Peirce and Elad L. Roisman, also in support, are here, here, here, and here, respectively.… Read more

SEC Considers Proposed Money Market Fund Reforms

On December 15, the U.S. Securities and Exchange Commission considered amendments to rules that govern money market funds. Commission Chairman Gary Gensler’s statement in support is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee, also in support, are here and here, respectively. The statements of commissioners Hester M. Peirce and Elad L. Roisman opposing the amendments are here and here, respectively.… Read more

SEC Considers Proposals to Enhance Buybacks Disclosure

On December 15, the U.S. Securities and Exchange Commission considered proposals to enhance disclosure about stock buybacks. Commission Chairman Gary Gensler’s statement supporting the proposals is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee in support are here and here, respectively. The statements of commissioners Hester M. Peirce and Elad L. Roisman in opposition are here and here, respectively.… Read more

SEC Considers Proposed Rules About Security-Based Swaps

On December 15, the U.S. Securities and Exchange Commission considered three proposed rules about the security-based swaps market. Commission Chairman Gary Gensler’s statement in support of the rules is available here. The statements of commissioners Caroline A. Crenshaw and Allison Herren Lee, also in support, are here and here, respectively. The statements in opposition of commissioners Hester M. Peirce and Elad L. Roisman are here and here, respectively.… Read more

Columbia Law School Presents New Podcast Series, Beyond “Unprecedented”

Columbia Law School has launched a six-episode podcast series called Beyond “Unprecedented”: The Post-Pandemic Economy, hosted by Eric Talley, the Isidor and Seville Sulzbacher Professor of Law. In each episode, he and other experts at the law school explore the challenges facing small businesses, essential workers, corporate boards, and financial institutions in the aftermath of the Covid-19 pandemic. Talley and his guests also discuss the solutions that they believe are necessary to get beyond these “unprecedented” times.

The first five episodes are:

Essential—and Broke (wealth and income inequality), with Katharina Pistor, Edwin B. Parker Professor of Comparative Law, … Read more

Columbia Law Professors Write Two of Top Corporate and Securities Articles

John C. Coffee, Jr., Zohar Goshen, and Joshua R. Mitts were among the authors of two of the best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Robert J. Jackson, Jr., a former professor at Columbia Law School and commissioner of the U.S. Securities and Exchange Commission and now a professor at NYU School of Law.

The Corporate Practice Commentator’s Robert Thompson, a professor at Georgetown University Law Center, conducted the 26th annual poll to compile the list. Teachers of corporate and securities law voted to select

Read more

Blue Sky Banter Podcast: Coffee and Jackson on the Latest at the SEC

Professor John C. Coffee, Jr., of Columbia Law School and Commissioner Robert J. Jackson, Jr., of the U.S. Securities and Exchange Commission discuss proxy solicitation rules, short-selling issues, and other hot topics of debate at the SEC.

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This podcast was produced by John Metaxas, Columbia Law ’84, WallStreetNorth Communications, Inc.… Read more

SEC Chairman and Commissioners Issue Statements on Proxy Adviser Guidance

The U.S. Securities and Exchange Commission’s chairman and each of its commissioners issued a statement at yesterday’s open meeting on guidance about proxy voting and proxy voting advice. Chairman Jay Clayton’s statement is here. In support of the guidance, the statements of commissioners Hester M. Peirce and Elad L. Roisman are here and here.  In dissent, the statements of commissioners Robert J. Jackson, Jr. and Allison Herren Lee are here and here.Read more

Addendum

Subsequent to the publication of yesterday’s Statement of Concerned Securities Law Professors, Professor Roberta Karmel, Centennial Professor of Law at Brooklyn Law School and a former Commissioner of the Securities and Exchange Commission, advised us that she also wanted to sign the Statement. The full list of signers should thus read:

John C. Coffee, Jr.
Adolf A. Berle Professor of Law
Columbia University Law School

John C. Coates
John F. Cogan, Jr. Professor of Law
Harvard University Law School

James D. Cox
Brainerd Currie Professor of Law
Duke University Law School

Meyer Eisenberg
Senior Research Scholar
Columbia University Law SchoolRead more

Deals, Activism, and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference

A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder activism to the potential regulation of proxy advisers.

The day-long event featured a keynote conversation with U.S. Securities and Exchange Commissioner Robert J. Jackson, Jr., who among other topics discussed whether the SEC’s new Regulation Best Interest went far enough in protecting retail investors. Appearing on panels about M&A, Delaware law developments, and shareholder activism were the likes of Delaware … Read more

Emergency Guarantee Authority: The Pros and Cons

Today, we present a debate among preeminent scholars about Columbia Law School Professor Kathryn Judge’s proposal for an emergency guarantee authority that could help contain the fallout from another financial crisis. The first piece is Professor Judge’s summary of her proposal. It is followed by responses from Professor Morgan Ricks at Vanderbilt Law School, Graham Steele at Stanford University’s Graduate School of Business, and Professor Stephen G. Cecchetti at the Brandeis International Business School and Kermit L. Schoenholtz at New York University’s Leonard N. Stern School of Business.… Read more

Symposium on Dual Class Stock

In his December 17 piece, “Dual Class Stock: What Is a Fair Compromise?,” Professor John Coffee asked readers to suggest alternatives to his proposal for limiting dual class shares. We are posting below three insightful responses from Columbia Law School professors Jeffrey Gordon,  Zohar Goshen, and Joshua Mitts, followed by a brief counter-response from Professor Coffee. We would like to keep the conversation going, however, and would welcome further proposals on this issue—with explanations—especially from practicing lawyers. Please email pieces of no more than 400 words to me at rh2804@columbia.edu. Thanks much.… Read more

Blue Sky Banter Podcast: John Coffee on the State of Insider Trading Law

Professor John C. Coffee, Jr. of Columbia Law School speaks with John Metaxas (Columbia Law ’84) about insider trading law and his role on a new task force created to develop proposals for reform in this area. The task force will be chaired by Preet Bharara (Columbia Law ’93), the former U.S. attorney for the Southern District of New York. Coffee explains that the time is ripe for the panel, given uncertainty surrounding the largely court-created rules on insider trading and the need for clearer guidance from Congress or the Securities and Exchange Commission. The panel’s members will include academics, … Read more

Did Deregulation Contribute to the Financial Crisis?

Today the CLS Blue Sky Blog presents a debate about the role of deregulation in contributing to the financial crisis of 2007-2009. Our columnists are Professor Paul G. Mahoney at the University of Virginia School of Law, Professor Arthur E. Wilmarth, Jr., at The George Washington University Law School, and Professor Kathryn Judge at Columbia Law School. Their pieces are posted below.… Read more

Our Experts Respond to President Trump on Securities Regulation

The CLS Blue Sky Blog seeks to focus on current events, and the president has given us an opportunity. He has suggested a shift from a quarterly to a six-month reporting cycle. How would this proposal affect the cost of capital, stock prices, liquidity, the bid/asked spread, and the asserted pressure on managers to sacrifice long term value for short term profit? Below are the views of our five columnists: John C. Coffee, Jr., James D. Cox, Donald C. Langevoort, Joshua R. Mitts, and Charles K. Whitehead.… Read more

Columbia Law Professors Write Three of Top 10 Corporate and Securities Articles

Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a professor at the University of Michigan Law School and former research scholar at Columbia Law School.

The Corporate Practice Commentator’s Robert Thompson, a professor at Georgetown Law School, conducted the 24th annual poll to compile the top-10 list. Teachers of corporate and securities law voted to select the best of more than 565 articles.

All 10 articles, listed in … Read more

Blue Sky Banter Podcast: SEC’s Robert Jackson on Dual Class Shares and More

 … Read more

Columbia Law School to Hold 2018 M&A and Corporate Governance Conference in New York City

On April 20, 2018, Columbia Law School will hold its 2018 Mergers & Acquisitions and Corporate Governance Conference at Convene in midtown Manhattan. The event is co-sponsored by the law firms Gibson, Dunn & Crutcher and Wachtell, Lipton, Rosen & Katz.

The annual event brings together members of the federal and Delaware judiciary, government regulators, academics, institutional investors, and prominent M&A and corporate governance practitioners. This year’s panelists will include U.S. District Judge Jed S. Rakoff, Delaware Supreme Court Justice Karen L. Valihura, Delaware Chancellor Andre G. Bouchard, and SEC Commissioner Robert J. Jackson Jr. Below is the full agenda.… Read more