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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

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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Comment  

How Firm Governance Could Address the Economic Downside of Non-Competes in the Tech Sector

By Hamid Mehran April 24, 2025 by renholding

Issues of labor mobility gained significant attention last year following U.S. bans on non-compete agreements. While the debate on non-competes has many dimensions, this post focuses on how to address firm governance, improve labor welfare, and reduce the loss to …

Comment  

SPACs, Multiplan, and the DExit That Wasn’t

By Kirby Smith April 23, 2025 by renholding

Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …

1 Comment  

How Not to De‑Classify a Board

By Andrew Verstein April 22, 2025 by renholding

Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …

Comment  

Taking Consequences Seriously in Bankruptcy

By G. Ray Warner April 17, 2025 by renholding

The dominant shareholder primacy model of corporate governance makes shareholder wealth maximization both the purpose of a corporation and the only legitimate consideration for decisions by corporate directors.  Yet that single-stakeholder model is under attack on several fronts.  Numerous scholars …

Comment  

Did SB21’s Changes to Delaware Corporate Law Harm Shareholders?

By Tiago Duarte-Silva and Aaron Dolgoff April 16, 2025 by renholding

On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no …

Comment  

The Strategic Evolution of Shareholder Activism

By Wolf-Georg Ringe April 15, 2025 by renholding

Shareholder activism has undergone a striking transformation over the past four decades. What began in the 1980s as a brash and often combative movement led by so-called corporate raiders has matured into a sophisticated, globally attuned, and strategically agile phenomenon. …

Comment  
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