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Columbia Law School to Hold 2022 Conference on M&A and Corporate Governance

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On December 2, 2022, Columbia Law School will hold its 2022 Conference on Mergers & Acquisitions and Corporate Governance. The event is co-sponsored by the school’s Ira M. Millstein Center for Global Markets and Corporate Ownership, the Columbia Law School Center on Corporate Governance, and the law firm of Paul Hastings LLP.

The event brings together members of the federal and Delaware judiciaries, government regulators, academics, and prominent M&A and corporate governance practitioners. This year’s panelists are scheduled to include Delaware Chancellor Kathaleen St. J. McCormick, Delaware Vice Chancellor Lori W. Will, U.S. Senior District Judge Jed S. Rakoff, Chief … Read more

The Cutting Edge Podcast, Episode 2 – “Special Counsel: Whose Interests Do They Serve?”

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Here’s the second episode of The Cutting Edge, a podcast series that examines white collar crime and corporate governance. This episode, “Special Counsel: Whose Interests Do They Serve?” looks at the history and unique status of the special counsel role as well as the risks it can pose.

Hosted by John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, and with Jed S. Rakoff, a federal senior district judge for the Southern District of New York and an adjunct professor at Columbia Law, joining as commentator, the episode focuses on the … Read more

SEC Adopts Amendments to Its Whistleblower Rules

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On August 26, the Securities and Exchange Commission adopted two amendments to  the rules governing its whistleblower program. The first amendment expands the circumstances where the SEC can pay whistleblowers for their information and assistance in legal actions not brought by the commission. The second affirms the SEC’s authority to consider the amount of a payment for the limited purpose of increasing but not reducing it. Commission Chairman Gary Gensler’s statement supporting the amendments is available here. Commissioners Hester Peirce and Mark Uyeda opposed the amendments, and their statements are available here and here.… Read more

A New Podcast Debuts: The Cutting Edge

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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

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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

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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

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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

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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”

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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

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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

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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

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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

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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 School… Read more

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

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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

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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

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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

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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?

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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

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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