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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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Corporate Governance

How Co-Opted Boards Lead to Anti-Takeover Provisions – and Weaker Governance

By Mohammad Dulal Miah, Rashedul Hasan and Sabur Mollah July 18, 2025 by renholding

In a new paper, we explore the relationship between co-opted directors and firms’ anti-takeover provision (ATPs). We argue that the relationship can be viewed through traditional agency theory, which highlights the potential conflict of interests between firm managers and owners. …

Comment  

Should Investors Care What Executives Think of Boards of Directors?

By Michael R. Levin July 16, 2025 by renholding

Each year numerous surveys, reports, and analyses assess boards of directors, or BoDs. One from PwC landed about the same time as another from SquareWell Partners in the past couple of months, inviting a comparison.

PwC has surveyed CEOs and …

Comment  

Board Size and Firm Complexity

By Tim Loughran, Bill McDonald, and Jun Yang July 10, 2025 by renholding

Board structure sits at the heart of corporate governance, but its optimal form remains a subject of debate. A longstanding view – championed by Jensen (1993) and Yermack (1996) – advocates for smaller boards, arguing they are more efficient and …

Comment  

What the Paramount Global Shareholders Are Rooting For

By Jeffrey N. Gordon July 8, 2025 by renholding

On July 1, Paramount Global settled the lawsuit brought by President Trump claiming personal harm from alleged “election interference” in the editing of an interview with Kamala Harris by CBS News’ 60 minutes.  The agreement called for the company to …

Comment  

The External Dimension of Directors’ Climate Duties

By Ernest Lim July 7, 2025 by renholding

The corporate law discourse on climate change has largely focused on the “internal dimension” of directors’ duties – whether boards must consider climate-related risks and opportunities that affect firm-specific financial performance. While this question has gained significant traction, a more …

Comment  

It’s Not That Investors Oppose Anti-ESG Proposals…

By Michael R. Levin July 3, 2025 by renholding

The “anti-ESG” proposal arose somewhat recently, becoming more common within the past five or so years. Similar in spirit to ESG proposals, but their opposite. Like their conventional counterpart, they request a company consider or study or write a report

…
Comment  

When AI Follows the Rules but Misses the Point

By Wei Jiang July 2, 2025 by renholding

When a team of researchers asked an artificial intelligence system to design a railway network that minimized the risk of train collisions, the AI delivered a surprising solution: Halt all trains entirely. No motion, no crashes. A perfect safety record, …

Comment  

How Shareholders Vote When Pay and Performance Are Misaligned

By James Jianxin Gong, Nian Lim (Vic) Lee and Sophia Wang July 1, 2025 by renholding

Shareholders and investor advocacy groups have long criticized executives for being paid top dollar while achieving subpar returns for shareholders. In response, the Securities and Exchange Commission (SEC) passed the Dodd-Frank Act of 2010, which has two, related provisions that …

Comment  

Compliance and Reputation in the Era of Interconnected Stakeholders

By Sergio Alberto Gramitto Ricci and Christina M. Sautter June 30, 2025 by renholding

The relationship between corporate compliance and reputation has fundamentally changed in our digitally interconnected world. What once were discrete regulatory violations now cascade across multiple stakeholders, with ramifications amplified by social media and enabled by new forms of stakeholder coordination. …

Comment  

The Missing Piece in the OECD Principles of Corporate Governance    

By Luther Lie June 30, 2025 by renholding

The Organization for Economic Co-operation and Development (OECD) Principles of Corporate Governance (the Principles) are widely regarded as the global benchmark for corporate control and accountability. The Principles are soft law and hence not legally …

Comment  

The Essential Investor Fiduciary Duties that Courts and Policymakers Often Miss

By Susan N. Gary, Keith L. Johnson and Nicholas W. Zuiker June 27, 2025 by renholding

The fiduciary duties of institutional investors have become a hot issue for policymakers and courts, with the future financial security of millions of American workers and savers at stake. Unfortunately, many recent policy debates and court opinions on such duties …

Comment  

Accidental Corporate Social Norms

By David Y. Kwok June 26, 2025 by renholding

On June 12, 2025, an Air India plane crash killed 241 people en route to London.[1] The accident made international news and prompted an international investigation.[2] Understanding the cause of the crash was essential to prevent future accidents: …

Comment  

ISS Discusses Updated UK Stewardship Code

By Tom Inchley June 26, 2025 by renholding

The Financial Reporting Council (FRC) has published its UK Stewardship Code 2026, which represents a significant overhaul from the previous iteration released in October 2019. The new Code will come into force from 1 January 2026.

In addition, in an …

Comment  

Bringing Accountability Back to Decentralized Finance

By Vanessa Villanueva Collao June 25, 2025 by renholding

The promise of decentralized finance (DeFi) was that it would replace often conflict-ridden financial intermediaries and hierarchies with automated systems that we could trust. The reality, however, is that DeFi has not eradicated conflicts or trust issues but shifted them …

Comment  

More Information About Corporate Climate Pledges Rarely Helps Consumers

By Vittoria Battocletti, Alfredo Desiato, Alessandro Romano, Chiara Sotis and Tobias H. Tröger June 23, 2025 by renholding

Do you know the difference between “carbon neutral” and “net zero”? If not, you have plenty of company. In a new paper, we show that few people can distinguish between these and similar terms and find that, while providing more …

Comment  

How Humans and AI Can Complement Each Other at Work and in the Financial Sector

By Isabella Loaiza and Roberto Rigobon June 20, 2025 by renholding

As AI systems evolve, there’s been a surge of attention and anxiety around how they are reshaping the workforce. The conversation often centers on which jobs are at risk of automation and what machines are capable of. While these are …

Comment  

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 …

Comment  

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  
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