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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

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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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Corporate Governance

What China’s Experiment in Stakeholder Governance Can Teach Us

By Min Yan June 18, 2025 by renholding

Growing concerns about the externalities that companies may impose on stakeholders have placed the mainstream shareholder primacy model under intense scrutiny. Stakeholderism, or stakeholder model, is an alternative approach that requires companies to consider interests beyond those of shareholders, is …

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Can a Shareholder Focus Create Value for All Stakeholders?

By John Ampong and Matthew E. Souther June 10, 2025 by renholding

In the debate over whether corporations should give priority to shareholder interests or stakeholder interests, among the thorniest issues is whether one approach creates more value for a company than the other. The challenge lies in the difficulty of assessing …

Comment  

Understanding the Power of Corporate Fiduciary Duty

By Geeta Kohli June 6, 2025 by renholding

Diversity, equity, and inclusion efforts remain one of the most prominent topics of discussion within corporate leadership. Unfortunately, the views and actions connected to these efforts continues to waver. After the murder of George Floyd and the rise of the …

Comment  

Executive Incentives Under Common Ownership

By Thomas Schneider June 3, 2025 by renholding

In recent years, legal scholars and economists have debated whether the rise of “common ownership” by large institutional investors dampens competition. The concern is that when asset managers such as the Big Three – BlackRock, Vanguard, and State Street – …

Comment  

A New Cardinal Precept in Delaware Corporate Law

By Mohsen Manesh June 2, 2025 by renholding

In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …

Comment  

Paul Weiss Discusses Highest N.Y. Court’s Affirmation of Derivative-Action Dismissal

By Audra J. Soloway, David P. Friedman and Daniel S. Sinnreich June 2, 2025 by renholding

On May 20, 2025, New York’s highest court affirmed dismissal of a shareholder derivative lawsuit against officers and directors of Barclays PLC—a bank holding company incorporated under the laws of England and Wales and headquartered in London. The 6–1 opinion …

Comment  

How Texas Is Rewriting the Rules of Corporate Domiciles

By Shane Goodwin May 29, 2025 by renholding

In a prior post, I explored whether Texas could challenge Delaware’s century-long dominance in corporate law. The Texas Legislature has since provided a compelling answer. On May 14, 2025, Governor Greg Abbott signed Senate Bill 29 (SB 29), a …

Comment  

The Cost of Control: Board Structure and Firm Value in Controlled Companies 

By Dain C. Donelson, Jennifer Glenn and Christopher G. Yust May 28, 2025 by renholding

Controlled companies – public firms where an individual, group, or another company holds majority voting power – make up a significant and growing share of the U.S. public market, accounting for over $2.2 trillion in 2019 alone. Despite their scale, …

Comment  

No Private Ordering Please, We’re Italian

By Luca Enriques and Casimiro A. Nigro May 22, 2025 by renholding

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

Comment  

The Perils of Founder Worship

By Jennifer S. Fan and Xuan-Thao Nguyen May 20, 2025 by renholding

In the world of startups, founders are often elevated to near mythical status – the force poised to disrupt entire industries. This adulation can grant founders extraordinary latitude in corporate control, especially in innovative and unregulated sectors like tech or …

Comment  

How Corporate Law Can Protect Companies and Shareholders from Politically Motivated Directors

By Brian McCall May 16, 2025 by renholding

In a new article,  I examine the history of the Walt Disney Company as a case study of what I perceive to be a gap in the law of fiduciary duties of corporate directors and executives.  Based on publicly available …

Comment  

How the EU Sustainability Mandate’s Impact on U.S. Companies Is Evolving

By Luca Enriques, Matteo Gatti and Roy Shapira May 15, 2025 by renholding

In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …

Comment  

Leaving Delaware? The Hidden Promise of Specialized Corporate Courts

By Zohar Goshen and Tomer Stein May 13, 2025 by renholding

After the Delaware Court of Chancery invalidated Elon Musk’s $56 billion compensation package, Tesla made headlines by moving its incorporation from Delaware—the longtime gold standard for incorporation—to Texas. Following Tesla’s reincorporation, Texas moved to strengthen its newly created business court. …

Comment  

Game of Votes: The Lifecycle Logic of Tenure Voting Rights

By Maria Lucia Passador May 9, 2025 by renholding

Tenure voting rights, which grant increased voting power to long-term shareholders, reward duration, stability, and strategic patience. They allow founders and insiders to maintain control while accessing public capital. And when structured carefully, they can help create a shareholder base

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How Corporate Governance Shapes Social Costs

By Alvin Chen and Michael D. Wittry May 6, 2025 by renholding

Pay-for-performance is often championed as a possible solution to agency problems, aligning managers’ incentives with shareholder interests. But what happens when solving one agency problem creates another – between the firm and society?

In a recent paper, we develop a …

Comment  

How Corporate Lobbying Can Undermine Governance Rulemaking

By Qianzhou Du, Jiekun Huang, Pengfei Ye and Qiaozhi Ye May 5, 2025 by renholding

Corporations play an increasingly active role in lobbying, with a growing focus on influencing government rulemaking. According to the Center for Responsive Politics, corporate lobbying expenditures at the federal level reached a record $3.7 billion in 2024, accounting for 86.3 …

Comment  

Corporate Constitutionalism for Foreign Private Issuers

By James Chang and Sidney Burke May 2, 2025 by renholding

Lawyers for public companies across the world may not have expected this, but a recent UK appellate decision on an Antigua and Barbuda company greatly enhanced global shareholder rights.  The reason is straightforward – Antigua is one of a handful …

Comment  

The Partisan Divide Over Value and Values in State Pension Funds

By Dhruv Aggarwal, Lubomir Litov and Shivaram Rajgopal May 1, 2025 by renholding

Whose interests do public pension funds serve? On the one hand, they have a fiduciary duty to maximize value for the pension fund participants whose retirement savings they invest. On the other, they can use their considerable ownership stakes to …

Comment  

ISS Offers Preview of Continental Europe Proxy Season

By European Governance Research April 29, 2025 by renholding

European competitiveness: Following the results of the 2024 European elections and the release of the so-called Draghi-report, European competitiveness has emerged as a key priority and a major stewardship theme. European competitiveness is a broad theme affecting various aspects, ranging …

Comment  

How Tenure-Based Voting Regimes Affect Minority Shareholders

By Maria Lucia Passador April 25, 2025 by renholding

In a new paper, I offer a comprehensive, empirically grounded reflection on the evolving architecture of corporate governance in Europe, with a particular emphasis on the Italian regulatory and market experience. My focus is on whether tenure voting rights, which

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