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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

The CLS Blue Lion logo Sky Blog

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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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Yvan Allaire

The Case for Dual Class Shares

By Yvan Allaire February 8, 2019 by Yvan Allaire

In recent times, the simmering feud between the church of the one share-one-vote and the heretic believers in shares with unequal voting rights has boiled over, particularly in the U.S.

The arguments pro and con this type of capital structure …

Dual Class Companies Should Adopt a Coattail Provision

By Yvan Allaire January 18, 2019 by Yvan Allaire

I would like to make two points in response to Professor Coffee’s piece on dual class common stock.

First, American dual class companies should be obliged to include a “coattail” provision, as is the case in Canada. This provision, imposed …

Are Independent Board Members Necessarily Credible?

By Yvan Allaire August 8, 2018 by Yvan Allaire

By the late 2000s, independent directors were in the majority on the boards of almost every type of U.S. organization. While this achievement may have improved corporate governance, it was not the panacea that some had anticipated, as subsequent events …

Dow Jones Erred By Going Nuclear on Dual-Class Shares

By Yvan Allaire September 7, 2017 by Yvan Allaire

In July 2017, Dow Jones, goaded by the reaction to Snapchat having gone public with a class of shares without voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate companies with dual-class shares from its …

Should Say-on-Pay Votes Be Binding?

By Yvan Allaire and François Dauphin September 13, 2016 by Yvan Allaire

The practice of allowing shareholders to cast non-binding say-on-pay votes has spread quickly and broadly throughout the world. It seemed that investors would finally get the opportunity to express their dissatisfaction with outrageous or ill-conceived compensation packages.

The practice was, …

Who Should Pick Board Members?

By Yvan Allaire and François Dauphin November 30, 2015 by Yvan Allaire

There is a frenzied rush for shareholders to get a new ‘right”, the right to put up their own nominees for board membership. Boards of directors, so goes a dominant opinion, are not to be fully trusted to pick the …

The Game of “Activist” Hedge Funds: Cui Bono?

By Yvan Allaire and François Dauphin October 14, 2015 by Yvan Allaire

Over the last few years, hedge fund activism has received a great deal of coverage in financial media (and in the mainstream press), has triggered heated debates and been the focus of much academic research. Saviour of capitalism for some, …

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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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Federal Trade Commission
Hart-Scott-Rodino Thresholds Rise
January 15, 2026
Delaware Business Litigation Report
Chancery OKs Board-Breach Suit Over Whistleblower Claim Silence
January 15, 2026
Dealbook
A Crypto Revolt Against a Crypto Bill
January 15, 2026
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Scotus Mulls Company Liability for Aiding Human Rights Violations
January 15, 2026
The Governance Beat
Can Institutional Investors Have a Fiduciary Duty Not to Vote Proxies?
January 15, 2026
New York Times
This May Be Year of the Mega IPO
January 14, 2026
D&O Diary
AI Infrastructure Company Hit with AI-Related Securities Suit
January 14, 2026
National Law Journal
Whistleblower Recovery, but No Award
January 14, 2026
Investment News
Court Nixes Challenge to Industry Ban
January 14, 2026
Deal Lawyers.com
Delaware Supreme Court Reverses Implied Covenant Application
January 14, 2026
Wall Street Journal
Netflix to Make Bid for Warner All Cash
January 13, 2026
Reuters
WeatherTech Founder Tapped for FTC
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New York Times
Global Central Bankers Back Fed Chair
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U.S. Says Ex-Lazard Banker’s Insider Tips Reaped $41 Million
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Wall Street Journal
OpenAI Sets Another Super Bowl Ad
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Dealbook
Fallout From Legal Attack on Powell
January 12, 2026
Securities and Exchange Commission
Deputy Enforcement Heads Named
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Corporate & Securities Law Blog
Section 16(a) Reporting Applies to Foreign Officers, Directors March 18
January 12, 2026
LinkedIn
SEC Enforcement Strategy: Don’t Enforce
January 11, 2026
Reuters
SEC Nixes Suit Against Rio Tinto Ex-CFO
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Yahoo Finance
U.S. Supreme Court to Review SEC’s Power to Recoup Illegal Gains
January 11, 2026
Deal Lawyers.com
U.S. Court OKs Advance Notice Bylaw
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Business Law Prof Blog
The Latest on Forum Selection Bylaws
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Delaware Business Litigation Report
Chancery Partially Grants Motion to Dismiss Direct Caremark Claims
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New York Times
Funding May Value Anthropic $350 Bln
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The Governance Beat
The Most Common AI Risk Factors
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War on Iffy Lawsuits Upends SEC’s Role
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New York Times
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D&O Diary
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FINRA
SEC Ends Biased Research Settlement
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Bloomberg
SEC Sees AI-Related Disclosures Soar
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PwC Blog
PE Investing in Mid-Market Firms Sags
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Bloomberg
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New York Times
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Freshfields' A Fresh Take
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CoinDesk
Crypto’s Fate in GOP Watchdogs’ Hands
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ABA Business Law Today
ABA Issues M&A Deal-Points Study
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Delaware Business Litigation Report
Chancery Keeps Reasonableness Standard in Restrictive Covenant Dispute
January 5, 2026
New York Times
Big Tech Gets What Wants from Trump
January 5, 2026
Freshfields' A Fresh Take
M&A Predictions, Guidance for 2026
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D&O Diary
The Top 10 D&O Stories of 2025
January 5, 2026
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Extended Producer Responsibility Laws Raise New Issues for Buyers
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GOP-Only Watchdogs Police Wall Street
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Wall Street Journal
Trump Upends White-Collar Prosecutions
January 4, 2026
Securities and Exchange Commission
Farewell Commissioner Crenshaw
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Corporate & Securities Law Blog
SEC Proposal Would Give NASDAQ More Discretion to Deny Listings
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Business Law Prof Blog
Is Walmart Selling Itself as a Tech Firm?
January 4, 2026
Delaware Business Litigation Report
Chancery Keeps Reasonableness Standard in Restrictive Covenant Dispute
December 23, 2025
Freshfields' A Fresh Take
What Bank Regulators May Do in 2026
December 23, 2025
The Governance Beat
EDGAR to Take Five Days Off
December 23, 2025
Securities Litigation & Enforcement
What SEC Enforcement May Do in 2026
December 23, 2025
Securities and Exchange Commission
Retail-Investor Crypto Scheme Nailed
December 23, 2025
Dealbook
Dealmakers Grow Bullish on 2026
December 22, 2025
Sidley Enhanced Scrutiny
California Court Says Federal Forum Clauses Enforceable in Securities Suits
December 22, 2025
Wall Street Journal
The SEC May Make Wall Street Analysts Corrupt Again
December 22, 2025
Deal Lawyers.com
New Defense Act to Prompt Expansion of Outbound Investment Control
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Business Law Prof Blog
The Lessons of Oklahoma Biz Court
December 22, 2025
Delaware Business Litigation Report
Delaware Chancery Rules in Nonstock Corporation’s Board Removal Case
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D&O Diary
Securities Lawsuits Related to Data Breaches Hit Two Tech Companies
December 21, 2025
Wall Street Journal
PCAOB to Cut Chair’s Pay by Over Half
December 21, 2025
Securities and Exchange Commission
FTX Consent Judgments Reached
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Business Law Prof Blog
Musk Pay Ruling Is Politically Expedient
December 21, 2025
New York Times
BP CEO Exits, New Boss Named
December 18, 2025
Freshfields' A Fresh Take
SEC Retires Rigid Compliance System
December 18, 2025
SEC Sentinel
SEC Engages in a Flurry of Activity
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Lexology
SEC Cybersecurity Rules Taking Effect
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FactSet
M&A Deal Activity Dropped Last Month
December 18, 2025
New York Times
Warner Bros: Ellisons Misled Investors
December 17, 2025
Bloomberg
Amazon Names New AI Chief
December 17, 2025
D&O Diary
Digital Ad Analytics Firm Hit With Securities Suit for Understating AI Risk
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Securities and Exchange Commission
California Spoofing Case Settles
December 17, 2025
Cooley M&A
Beware M&A Deal Jumping
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Wall Street Journal
Travel Ban to Cover More Countries
December 16, 2025
Bloomberg
Warner Bros to Reject Paramount Bid
December 16, 2025
Delaware Business Litigation Report
Chancery Nixes Fraud, Aiding-Abetting Claims Against Seller, Controller
December 16, 2025
Dealbook
New Data Won’t Settle Rate Debate
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D&O Diary
Are ESG Shareholder Proposals Over?
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