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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

Falling Down Hard: The Gender Gap in Executive Turnover

By Charles J. Hadlock, Paul Obermann and Joshua R. Pierce August 20, 2025 by renholding

The underrepresentation of women in the top executive ranks of U.S. corporations is well-documented. Less understood is what happens after women reach the C-suite: Do they keep these jobs as long as men?

Our research examines this question in depth, …

Comment  

How to Promote Accountability for Flawed Corporate Culture

By Jennifer G. Hill and Roy Shapira August 19, 2025 by renholding

Corporate culture matters. A flawed culture can lead to disaster even when a company boasts an elaborate compliance program. Yet scholars and practitioners still know surprisingly little about what legal mechanisms can generate accountability for corporate culture gone wrong.

In …

Comment  

AI Might Make a Great Proxy Adviser

By Choonsik Lee and Matthew E. Souther August 18, 2025 by renholding

Proxy advisers exercise immense influence through their voting recommendations to shareholders. Corporations, aware of the importance of those recommendations, expend valuable resources to ensure that the recommendations align with management’s preferences by hiring governance consultants to influence outcomes. These consultants …

Comment  

Why Climate-Risk Transparency Pays

By Erhan Kilincarslan, Zezeng Li and Jiafan Li August 15, 2025 by renholding

While climate change poses clear threats to corporate financial health, from disrupted supply chains to higher insurance costs, our new research shows that climate risks don’t always lead to lower credit ratings. In fact, we find, firms that increase transparency …

1 Comment  

The Gap Between Cybersecurity Oversight and Boardroom Expertise

By Michelle R. Lowry, Anthony Vance and Marshall D. Vance August 13, 2025 by renholding

Following a string of high-profile data breaches and other cybersecurity failures, investors and regulators increasingly expect corporate directors to monitor cyber risk. But what does board oversight of cybersecurity look like in practice, and is it effective? In a recent …

Comment  

How Methodological Changes in ESG Ratings Influence Investors

By Ariadna Dumitrescu, Albane Tarnaud and Mohammed Zakriya August 12, 2025 by renholding

Over the past two decades, investor demand for firms’ non-financial information, particularly Environmental, Social, and Governance (ESG) data, has surged. This has led to the emergence of numerous ESG rating agencies, which assimilate and transform complex, non-financial disclosures into more …

Comment  

Why Minority Support for Precatory Shareholder Proposals Promotes Transparency and Accountability

By Sanford Lewis August 8, 2025 by renholding

While shareholder proposals on governance are perennial favorites that win majority support from shareholders, advisory proposals that continue to receive significant support from a bloc of investors highlight areas in which enhanced corporate disclosure could be material to a significant …

Comment  

Delaware’s Agency Problem

By Charles K. Whitehead August 7, 2025 by renholding

Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …

Comment  

The Oxymoron at the Heart of Delaware’s Make-Elon-Happy Legislation

By Franklin A. Gevurtz August 6, 2025 by renholding

In response to fears that companies would reincorporate in states like Texas or Nevada, the Delaware legislature recently enacted a controversial bill (SB-21) that makes the state’s law friendlier to persons controlling corporations. Many writers have commented on the Delaware …

Comment  

Director Primacy Is Taken to the Hilt in the Public Benefit Corporation

By David Yosifon August 5, 2025 by renholding

Corporate law requires the directors of ordinary, for-profit corporations to manage firms in the best interests of shareholders, forbidding directors from sacrificing corporate profits in service of other goals. There has been longstanding debate, even amid proponents of this rule, …

Comment  

How Sunset Clauses Can Soften the Negative Effects of Tenure-Based Shareholder Voting

By Maria Lucia Passador August 1, 2025 by renholding

In a new paper, I examine the potential of sunset clauses – legal provisions that automatically phase out enhanced voting rights over time or upon certain events – to mitigate the imbalances and entrenchment risks associated with tenure-based voting structures, …

The Governance Implications of an Important Case About AI and Fair Use

By Hadar Y. Jabotinsky and Michal Lavi July 25, 2025 by renholding

The recent federal court ruling in Bartz v. Anthropic PBC has significantly shifted the legal terrain for corporate governance and artificial intelligence. While the case directly addresses copyright issues, it has implications boards of directors, compliance departments, and AI policy.…

1 Comment  

How a Firm’s Climate Sentiments Affect Its Implied Cost of Equity Capital

By Katsiaryna Bardos, Dev Mishra and Hyacinthe Somé July 23, 2025 by renholding

In a recent paper, we offer fresh insights into how climate-related communication can materially influence corporate finance. We find that firms whose earnings calls contain positive climate change sentiments (effectively communicating firms’ contribution to protecting the environment) tend to have …

1 Comment  

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. …

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 …

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 …

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 …

2 Comments  

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 …

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

…

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, …

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